


No More Superpowers

by GaleCrowley



Series: The Contessa's Superpowers [3]
Category: My Little Pony: Friendship is Magic
Genre: Bad Ending, Breastfeeding, F/F, F/M, Growth, Lactation Kink, Large Breasts, Non-Consensual Oral Sex, Oral Sex, Shameless Smut, Tentacles
Language: English
Status: Completed
Published: 2017-04-11
Updated: 2017-04-11
Packaged: 2018-10-17 12:21:59
Rating: Explicit
Warnings: Rape/Non-Con
Chapters: 1
Words: 20,559
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10593921
Author URL: https://archiveofourown.org/users/GaleCrowley/pseuds/GaleCrowley
Summary: After her last defeat, the Contessa turned over a new leaf. Surely there is absolutely no way she will change her mind and come back with a new master plan that accounts for every previously unseen variable from her previous plans and that puts Rarity and the Power Ponies under her total thrall, right? ... Riiight?





	

“Everyone all set?” Twilight asked.

“Ready!”

“Okay, then!” Twilight raised a hand and beckoned the girls. “Inside we go.”

Twilight and her friends went inside, adventuring into the new cafe which had just opened up on a street down from the house, the _Daily Cow_.

It was a small, quaint building. Not a lot of space for patrons, but it felt intimate and homely for it the way the chairs were clumped together. It was divided into two halves, each with their own counter, each with their own attendant.

“Hello!” a redhead woman waved at Twilight’s group. “Can I interest you fine ladies in some qualify coffees and cakes today?”

“Yes, ma’am!” Pinkie Pie answered, bouncing up to the cashier. The other register was attended by a woman with frizzy orange hair who Twilight thought familiar, but she couldn't place where it from. The coffee attendant, however, she recognized for sure.

“Sunset?” Twilight asked. “Sunset Shimmer? What are you doing here?”

“Oh, hello, Twilight,” Sunset beamed. “I’m working. Can’t you tell? I am currently showing off a wide collection of CDs, musical and nonmusical alike. Can I interest you in a self-help CD today?” Sunset held one up. “Can’t say I’ve ever had much luck with them myself, but my employer wants me to really push ‘em this month. And then I’ll push some other genre next month… maybe bluegrass, or something.”

“Well …” Twilight and the others stiffened up. They remembered back when they first met one of their more esoteric villains in their alter egos as the Power Ponies, the Contessa, who had hassled them and harassed them with a ‘self-help’ CD that brought them deeper into the Contessa’s spell. It was not a fun experience.

“No thank you,” Twilight said politely, she and the rest hiding their feelings behind impressive polite smiles which were difficult to keep up while they were thinking about the Contessa and how she was this close to beating them, twice, despite her ridiculous gimmick and seeming limitations of her powers.

“Aww. Are you sure?” Sunset asked, quivering her lip.

Twilight nodded stiltedly. “Yes. We’re sure.”

“Absolutely sure,” Rarity said.

“Positively,” Applejack said.

“Uh-huh,” Rainbow Dash said.

“Why don’t we just get our coffee and doughnuts and go?” Twilight suggested, wanting to put a swift end to this stroll down memory lane before this awkward encounter with Sunset got even further.

When they returned home to dig into the doughnuts, they were delighted by the taste of them.

“These are good doughnuts,” Pinkie Pie said between mouthfuls. “Whoever made them put a lot of love and care into them.”

“Yeah,” Dash joked, “almost like they were special or something.”

“Like they were made just for us,” Rarity wistfully muttered, the others rolling their eyes at the obvious romance novel Rarity was writing in the back of her head. She took another bite, not caring about the damage it would do to her figure.

 

* * *

 

Later that night, Rarity put on her night mask and got ready for bed, not expecting any surprise nighttime visitors or anything strange or unusual to happen.

She was wrong on both counts.

Deep into the night, long after everone inside were all in deep sleep, the door to Rarity’s room opened. Sunset Shimmer stepped in, tiptoeing to be quiet. She lost her balance and stumbled, flailing as she tried to keep herself from making too much. She stared at Rarity nervously, wondering if she heard her.

“Oh, Blueblood…” Rarity muttered in her sleep, rolling over. “I knew the version of you at the Gala was just a front! I knew it!”

Sunset sighed, seeing she wasn’t about to get caught. She walked up to Rarity’s bed and set to her task.

“Not gonna buy some of the treats, huh?” Sunset asked, putting out a CD player on the nightstand, hooking it up to some earbuds. “Well, fine. You don’t have to make this easy for us.”

Sunset gently slid the headphones over Rarity’s ears, setting the CD to play. She went over to the door, and stopped, looking at Rarity.

A clatter came from outside the room, and the other clerk from the cafe stepped in, covered in headphone wires with CD’s hanging off her.

“Do you get it?” she asked.

“Yeah. Did you get yours in, Adagio?” Sunset asked back, gazing quizzically at the wires on her.

“Of course,” Adagio answered. “Never mind that I got a little tangled up in some of the spare headphones. Now, let’s get out of here, Sunset.” Sunset stayed put.  “Sunset? What’s wrong?”

“I don’t know,” Sunset said, looking at Rarity. “I just, I feel bad about this. I’m supposed to be their friend. I fee like I’m betraying them.”

“Sunset, sweetie, you are their friend!” Adagio assured her, placing a hand on Sunset’s shoulder. “You’re just a friend who’s taken it upon herself to teach these friends the full value of … self-love.” Adagio pulled Sunset into her chest, smothering Sunset’s face with her cleavage.

Sunset moaned and giggled. “You’re right!”

“Of course I’m right. Now, let’s leave before we’re discovered.” Adagio took Sunset out of the room.

The CD played soothing music into Rarity’s ears, keeping her from hearing the intruders’ shutting the door. Rarity let out a moan in her sleep, satisfied with the music. After about twenty minutes it, the CD’s message changed.

“Rarity, can you hear me?”

“Mmm … I can hear you…”

“Good, good,” the voice on the CD said. “Do you know where you are?”

“I’m … in bed.”

“No, Rarity. You’re at the awards show, going down the red carpet, about to receive an award for your stylish work as a fashion designer, with two lovely ladies wrapped around your arms. Can you see it, Rarity?”

“I … I can see it.”

“Can you really see it, Rarity? Can you picture it? Picture it, Rarity. You’re at the awards show.”

“I’m … at the awards show,” Rarity muttered, rolling onto her back.

“With two beautiful women by your side.”

“With … two beautiful women by my side.”

“Two beautiful, busty women.”

“Two … beautiful, busty women.”

“Can you see it, Rarity? Can you picture it? If you can picture it, then you need to wake up now, Rarity.”

“Wha?” Rarity asked, opening her eyes.

She was at the awards show. They were paparazzi, flashes of light from cameras, and she was walking down a red carpet, Sunset Shimmer and the waiter from the cafe by her sides, their arms hooked around hers.

“Come on, Rarity, focus!” Sunset said, snapping her fingers in Rarity’s face. “It’s almost like you were somewhere else!”

“I… thought I was,” Rarity said. “I thought I was in bed.”

“Ooh!” Adagio said. “In bed with a buxom beauty, no doubt.”

“What? No, in bed, sleeping.”

Sunset giggled. “It’s okay, Rarity, she’s just teasing you. You should be happy. It’s not every day a fashion designer gets recognized for revolutionizing the bra industry.”

“ _What?_ ” Rarity snapped.

“Yeah. You designed a fancy new bra, that you’re getting a fashion award for now,” Sunset said.

“I did no such thing,” Rarity insisted, blushing.

“Gee, where’s your head today?” Sunset asked.

“Probably still face-deep in somebody’s cleavage,” Adagio said, she and Sunset giggling.

“I don’t know what you’re talking about,” Rarity grumbled.

“Oh, please. Ease up, relax a little!” Adagio encouraged. “After all, only someone who has much of an appreciation and as much love for the feminine form as you do could have come up with something like this!” Adagio gestured to a podium, where a trio of women were showcasing themselves and their bodies, wearing lacy underwear and what Rarity guessed was her alleged bra design in grey, pink, and teal blue-green.

“I still don’t know what you’re talking about,” Rarity said, turning away from the models, trying to deny the fact that seeing three lovely ladies proudly parade around in nothing but their underwear did more than a little to turn her on.

“Oh, yes, you do! Come on, Rarity.” Sunset whispered into Rarity’s ear, her voice taking on a dreamlike quality. “You love boobs.”

Rarity blinked. This sounded familiar to her, but she couldn’t quite place it. “I… love boobs.”

“Yes,” Adagio cooed, “you love boobs. You have always loved boobs.”

“I have always loved boobs …”

“You love boobs,” Sunset repeated. “Always have, always will, and you think about them all the time. What you can do to squeeze them. What you can do to suck them. What you can do to fondle them and smother your face in them!”

Sunset and Adagio pressed in closer on Rarity, bringing her arms into their cleavages, Rarity’s arm disappearing below the elbow into their mounds of flesh.

“Ooh … love boobs, always have, always will …” Rarity became wobbly on her feet, though her arms stuck into Sunset and Adagio’s breasts steadied her and kept her from falling over. She looked to them. “Are you … sure you should be doing that, dears?”

“It’s fine,” Adagio said. “After all, anything for our number-1 boob lover.”

“Yes …” Rarity muttered, voice of different pitch and tone echoing in her head about how she loved boobs. “I’m number one. I love boobs, I love feeling boobs…”

"Doesn't that feel so good?" Adagio Dazzle asked, shimmying from side to side, rubbing her boobs on Rarity’s arm.

"Yes," Rarity giggled, "that does feel good!"

Sunset and Adagio walked Rarity forward, arms hooked around elbows, lifting her up. They went down the red carpet, taking Rarity to a mirror.

The mirror was foggy at first, before gleaming audibly and clearing up. It showed Rarity, but it wasn't Rarity. It was taller and in the nude, with huge bowling-ball thighs, hips a mile wide, and absolutely enormous jugs, with thick, erect nipples leaking milk.

"Is that ... me?" Rarity asked.

"Yes, Rarity," Sunset answered. "That's you. Or rather, that's the you that could be, if only you were willing."

"If you'd accept..." Adagio whispered.

"Yes ... I ... accept ..." Rarity muttered dreamily.

"Glad to hear it!" Adagio and Sunset tossed Rarity to the mirror. Rarity smacked into it, but despite being made of glass, the mirror held.

Her reflection began to emerge from the mirror, pooling through. She grabbed Rarity by the cheeks and planted a kiss on Rarity with her thick purple lips. She pulled away, a string of drool connecting their mouths. Then her reflection came further through, her bouncy tits jiggling up and down, and she slid a nipple into Rarity's mouth and began to pump milk.

Rarity moaned. It wasn't long before she was beginning to leak fluids herself. First,  her breasts began to grow in size, the top half of her dress turning dark as milk dripped down from her own nipples. Then she began to buck, her thighs shaking, and it was only seconds before her slit was putting out clear cum from an orgasm.

"Ooh..." Rarity moaned as her clone pulled her nipple free of Rarity's mouth. Her reflection wrapped her arms around Rarity, and pushed Rarity's head between her cleavage.

"Doesn't that feel good, Rarity?" Sunset Shimmer asked, getting behind Rarity and groping her milk-leaking boob. "To suck on someone's huge boobs? To have milk leak out of your teats?"

"Doesn't it just feel so good to orgasm so easily?" Adagio asked. "And to love your tits so much?"

"Yes..."

"Yes," Adagio continued, "you love boobs just so much, Rarity, you love it when other people value you for your boobs... when they compliment you on your jugs... you love it so much, that when they call you names that show their love of boobs... names like 'Rarititties' that just roll off the tongue... you love it so much, when people call you that, it makes you orgasm. Doesn't it, Rarititties?"

"Yes!" Rarity moaned. "Yes!"

In the real world, outside of Rarity's vivid dream, her body started thrashing around her bed. She reached a hand out and clamped it around her groin, and she sleepily yet excitedly muttered.

"Yes, yes!" Rarity moaned, somehow not waking up her friends despite her wild orgasm, her nethers pumping out liquid. "I love boobs! I love to suck them for their rich, creamy juicy milk! I love jugs... boobs, boobies, _tits_! I love them all... so... _muuuuch_..." Rarity fell back on her bed, sighing and drooling, her orgasm having tapped out and leaving her too tired to do anything. So she nodded off, right back to sleep, as if nothing had happened.

 

* * *

 

“Ugh…” Rarity awoke with a groan, rising up from bed. “What a strange, vivid dream I had…” she yawned and stretched, then took off her covers, her eyes widening when she saw the absolute mess that was her clothes. “A strange, vivid, _wet_ dream I had. How could this happen…?”

Rarity glanced around. She saw the CD and the pair of headphones lying on her nightstand. Instantly, she knew who was to blame.

“Urgh…” Rarity growled as she got up, tossing her ruined covers to the floor. “Sunset Shimmer!” Rarity picked up the CD. “I don’t know what could have possibly possessed you to have done this, but I’m not standing for it! I think I ought to go down to that store and give her a piece of my mind.”

And so Rarity did, marching to the store (after a change of clothes, of course) with the incriminating CD in hand. The door bell chimed as Rarity opened the door.

“Hello!” Sunset greeted her, chipper as yesterday.

“Don’t give me that,” Rarity snapped. She held the CD up. “Sunset Shimmer, did you or did you not put this CD by my bedside last and let it play?”

“Hmm,” Sunset cupped her chin. “I don’t think I did.”

“Well, if it wasn’t you, then who was it!?”

Sunset shrugged. “I don’t know. Were you at least satisfied with the CD?”

“No! I was not satisfied!” Rarity shrieked.

“Aw, that’s a shame.” Sunset muttered dejectedly.

“This CD absolutely ruined good clothes and bedspreads of mine! I demand compensation!” Rarity insisted, about ready to toss the CD to the ground and shatter it and its casing, holding back only by reminding herself that she wouldn’t have any evidence of the wrongdoing if she destroyed it.

Sunset tapped her chin. “Tell you what, let me get you my manager. I’m sure she’ll be able to sort this whole mess out.”

Rarity puffed a sigh. “Finally. That’s the first thing you’ve said since yesterday that sounded reasonable. Come to think of it, Sunset, what has gotten into you? You used to make more sense than this…”

Sunset didn’t hear or politely ignored Rarity’s muttering.

The clerk signaled her over. “Sunset, come over here. We’re gonna go get the manager.”

“Oh, goodie!” Sunset exclaimed, gleefully tossing her aside her barista cap and joining Sunset’s side. It occurred to Rarity it was odd to see a store employee be so excited about the prospect of seeing their boss - usually that was a bad thing, and to be avoided at all costs. But she dismissed it, tapping her foot impatiently.

“If you will follow us this way, please,” Sunset asked, gesturing to a door on the side of the store. She and the clerk went in ahead of Rarity.

Rarity sighed. She didn’t like how squirrelly Sunset and the CD clerk were being, but if it meant getting some compensation for her ruined bed sheets, she was willing to put up with it. She went inside the door.

Rarity was greeted by a room in complete and total darkness. The only light in the room came from the open door behind her, and that soon faded away when the door swung itself closed.

Rarity didn’t like it. “Hello?” she called cautiously out into the darkness.

Something grabbed her from behind. Two sets of arms clamped and wrapped around her shoulders, binding her. The light switched on.

“Hello, Rarity.”

“The Contessa!?” Rarity exclaimed in utter shock, but the easily recognized red and black hourglass figure of the well-endowed Contessa was unmistakable. Rarity glanced behind her, the light revealing that Sunset and Adagio were the ones holding her. Rarity turned her attention back to the Contessa. “What are you doing here? I thought you turned over a new leaf!”

“Yes, I thought I did, too,” the Contessa answered sourly, “but the more I tried to rest, to settle down, the more I found I was upset and couldn’t handle the fact… that I didn’t have your nice, perky tits to comfort me, to suckle, to console me in my dark nights.”

“What is your obsession with my boobs?” Rarity asked, rolling her eyes.

“They’re big, jiggly, and as our previous encounters show, they make perfect canisters for warm, succulent breast milk,” the Contessa answered with a smile. “But more than that, much more than that… I found myself disturbed by questions of my legacy. I was unwilling to simple let the legend of the Contessa fade and burn away. No, no. Even if I passed, the busty legend of the Contessa will live on… and you, Rarity, are one of the few people endowed enough to be worthy of the title. You will be my successor, and ensure the _tit_ -ular fear of the Contessa is passed on to a new generation!”

Rarity went slack-jawed. “You’re kidding.”

“I rarely kid,” the Contessa said.

“How did you get Sunset and what’s-her-name over here to help you?” Rarity asked, glancing at Sunset and hoping to stall whatever the Contessa’s plan was for a bit longer.

“Ah, it was easy. After I got out, I discovered Adagio Dazzle as some like-minded company … and with a little research and practice, not to mention a generous helping of my milk, Adagio was able to infect Sunset and give her the same lust that only Adagio could satisfy for her. Isn’t that right, Sunset?”

Sunset giggled. “That’s right, Mistress Contessa! I love Adagio’s bouncy boobies…”

“Oh, you should have seen it. It was a thing of beauty, the way Adagio worked her magic and brought Sunset down on her knees. But enough of that.” The Contessa clapped her hands. Rarity’s worry went into overdrive; the Contessa was not going to let Rarity stall or distract her for long. “Now it’s time to bring you back into the fold, Rapture.”

Rapture. The name Rarity had briefly used when the Contessa took over her mind last time.

“And just how do you plan to do that?” Rarity asked. “In case you haven’t noticed, I’m not exactly a willing participant of your little scheme here… the only reason I haven’t used my powers to break out is because I wanted to know what your plan was.” Rarity clenched her fists, and a purple projection of a shovel formed in the air. An odd choice, to be sure, but she was struggling to think of anything else at the moment.

“Ah, that’s easy. Or did you forget everything the CD taught you?” The Contessa said, unfazed by the shovel. “You’re going to sit back and let me do all of this, because you are going to be a good bimbo… isn’t that right… Rarititties?”

The trigger command implanted in Rarity last night activated. Rarity gasped loudly, coming to an orgasm instantly, her slit leaking out fluid which soaked the jeans she was wearing, ruining yet another article of her clothing. Her focus disrupted, the shovel disappeared.

“See?” The Contessa asked, walking up to Rarity while unzipping her leather top. “Doesn’t it feel so much easier to be a good bimbo and submit?”

“I am not a bimbo!” Rarity insisted, particularly offended since she did sometimes wear loose-fitting clothing. But that didn’t make her a bimbo, or anything else, for that matter.

“Not yet,” the Contessa said with a smirk. She unzipped entirely and forced her stiff nipple into Rarity’s mouth, shooting squirts of milk inside. Rarity had no choice but to swallow, even while some of the milk leaked down her chin. There was too much of it; it was either swallow or choke.

“Actually…” The Contessa tapped her chin. “You know what I absolutely haven’t done enough of?” The Contessa popped her breast out of Rarity. Rarity gasped, panting, already able to feel the milk rushing to fill up her boobs, and all the other effects that came with drinking the Contess’s lactate. “The last few times we tangled, I had… disappointingly few opportunities to do this before being interrupted. Set her down on her knees, girls.”

“You bet’cha,” Sunset said as she and Adagio forced Rarity down.

“What?” Rarity asked. There was only one place this could be going, and she didn’t like it one bit.

The Contessa pulled on another zipper, this exposing her vagina. As Rarity feared was the case, the Contessa pressed it up to Rarity’s lips, picking up one leg and wrapped it around Rarity’s shoulder.

Rarity was bothered for more reasons than one when the Contessa cummed instantly, shooting a load of her love juice into Rarity’s throat. It was just as sweet and creamy as the Contessa’s milk, if maybe a bit thinner. Rarity briefly wondered how the Contessa could make her body orgasm on command like that before the drugs in the Contessa’s bodily fluids took over.

The Contessa parted, giving Rarity room to drool, adding a third addition to the streaks of milk and cum streaking down her mouth.

“So good …” Rarity moaned. “So good.”

“Yes. It is very good, isn’t it, Rarity? You love it. You love it so much, you love it to bits. You love to suck for cum. You love to swallow milk. Because that is what a good little bimbo does - they suck, and then they swallow.”

“I’m … a good bimbo,” Rarity deliriously muttered. Hearing this escaped her lips offended her, and she came back to her senses a little. “What? No, I’m not! I am not a bimbo!”

“Sure you are,” the Contessa said. “You’re a good little bimbo who absolutely looooves to experience her own orgasm. You love boobs _sooo much,_ especially your own, and each time you orgasm, you love them more and more. But that's not all. Every time you orgasm, you’re going to get a little hornier, and a little ditizer, until eventually you can’t think about anything other than sex. Right, Rarititties?”

Rarity yelped as she made to cum again, helpless to stop her orgasm or her slit from spilling out.

“Oh, and don’t think your friends will be of any help to you on this one. This time, I made sure to account for all the possibilities,” the Contessa gloated. “I’m afraid they’ve already been hypnotized, and when you go to see them, they’ll call you Rarititties, just the same as I am.”

“No … no they wouldn’t …” Rarity panted, an equal mixture of drool, milk, and cum still on her chin. “They’re my friends… they wouldn’t do that …”

“Why don’t you go home and see for yourself?” The Contessa asked. “Oh, last thing before I forget. At some point, you’re going to see Sunset Shimmer walking down the corner of Fourth Street. She'll wave at you, then, you’re not going to be sure why, but you’re going to be compelled to follow her. There, you’ll start on the next phase of your transformation. Well, I’m afraid I’ve used up all the available time I have for this encounter. Making sure that absolutely nothing and no one can mess up your supervillain plan is complex, time-consuming work that involves taking care of a lot of things at once. But don’t worry. I’ll see you again real soon, and then I can cum into your pretty little mouth as much you like … _Rarititties_.”

“Ooh!” more drool spat from Rarity’s mouth. Adagio and Sunset let go of her, and Rarity doubled over, kneeling on her knees and elbows as her slit continued to pump. Adagio, Sunset, and the Contessa walked past her out the door, turning the light off and leaving her there in total darkness, all alone to try to deal with the consequences of her multiple orgasms.

“Ooh …” Rarity groaned, her arms and legs losing their ability to stand, letting her fall further, lying on her stomach with her face to the floor.

 

* * *

 

"I have to ... I have to tell the others," Rarity groaned, crawling to the door and holding on to it for support. She felt like if she twitched wrong, she'd be sent sprawling into another orgasm. "Girls? ... Girls!"

Rarity managed to make her way back to the house, gaining back some strength on her way. She pushed the door open and went inside.

"Girls!" Rarity called out, getting to the girls in the kitchen. They glanced at her, acknowledged her, then went back to what they were doing. "Girls, we have a problem! The Contessa's back!" Rarity slammed her hands on the tables.

Twilight and Pinkie exchanged glances looked at her.

"Who?"

"The ... the Contessa?" Rarity said. "The Contessa! With the hair bun? The mask? Gigantic boobs?" Rarity waved her hands in front of her chest, and without realizing, her hands went to fondle her chest. "She almost beat us as the Power Ponies twice now? We thought she'd turn over to a new leaf, but now she's back!" Rarity paused, noticed what her hands were doing and jerked the away.

Twilight shook her head. "I'm sorry, Rarititties, I don't remember who you're talking about."

"Ooh!" Rarity's eye rolled up and she gripped the table for support as another splash of fluid gushed from her slit. Her heart sank as the realization the Contessa had gotten to them. "Girls!"

"What?" Rainbow Dash asked.

"You - you're under her spell! You called me Rarititties!" Rarity winced, snapping one eye shut when her slit leaked more.

"Did we call her Rarititties?" Rainbow Dash asked. "I don't remember calling her Rarititties."

"I don't remember calling her that, either," Twilight said, "I said her name. Rarititties."

"Oooh!" Rarity blushed and moaned, her little white dress getting soaked with her cum. It was going to be absolutely ruined. "Girls! Stop! Don't you see what you're doing to me? What the Contessa's post-hypnotic trigger is doing?"

The girls looked at her. "No."

"No!? Can't you even - can't you smell it?" Rarity asked, waving her hand around her thighs.

The girls shook their heads, Twilight and Dash shrugging.

"Sorry," Twilight said. She rubbed her scalp. "We all woke up with really bad headaches today. Maybe if you wait a while and come back later, we'll feel better and remember what you're talking about."

Rarity's jaw dropped, and her heart sank even further. The Contessa had really gotten to them. She had put them under a complete post-trance where any thoughts of boobs or sex didn't enter their brains, and their memory of the Contessa was completely wiped. To them, 'Rarititties' sound no different than 'Rarity,' and they could neither see nor smell the copious amount of cum on Rarity's person.

"Haa ..." Rarity moaned, heaving a deep breath. She crossed her arms across her chest, moaning and fluttering her eyes, looking up dreamily at the ceiling. Her heart was pounding, and she felt empty inside, empty and cold. She was tired of the fluids going _out_ \- now she wanted them to go in. She was horny, just as the Contessa instructed.

Rarity didn't care. She didn't care she was doing exactly as the villain wanted her to. She needed to do something. "Spike." Spike was the one she wanted to see now. "Spike!" Rarity roared.

Spike rushed into the room, beaming and eager. He addressed Rarity with a salute. "Yes, my lady?"

"My room, now," Rarity snapped, storming off. Spike looked to Twilight, who was still more engrossed in her newspaper, then nervously followed Rarity.

"So, uh, what are we doing in here, Rarititties?" Spike asked.

Rarity tried to ignore the fresh wave of fluid this brought. Drat. _So the Contessa's gotten to him, too. Now that it matters now, of course, does it? It's already too late anyway, isn't it?_

"I need something from you, Spike," Rarity said, "something I don't trust the girls to give me. I need you to cum inside me."

" _What_?" Spike blushed. He tugged at his collar. "Oh, well, uh, Rarity, you know I have a crush on you, and I'm flattered, but don't you think we're moving a little fast?"

Rarity got down on her knees. She pulled down her dress, revealing her large breasts nestled comfortably in her bra. The sight of them removed Spike's sense of trepidation.

"Okay." Spike blushed.

Rarity undid Spike's pants for him, unzipping them and pulling them down along with his briefs. Rarity gently, sensually moved up and brought his shaft into her cleavage, rubbing her large, soft boobs onto it. Spike inhaled sharply and thrust forward, rubbing back, his tool quick to firm up, the veins on it bulging.

Rarity puffed some hot breath on the engorged tip before bringing her mouth down on Spike's shaft. She sucked hard, drawing her suck as one smooth motion. She pumped his shaft several times, raising up to bounce his shaft on her boobs, hoping to get him to cum faster. Her efforts rewarded her with success, as Spike's shaft throbbed and blew a wad of seed into her mouth.

Rarity swallowed and pulled away, moaning and delirious. She sat there, savoring the lingering taste of Spike's seed. "Ooh..."

"Uh ..." Spike stuttered, unsure what to do. It had been awhile since he had sex, and something about Rarity seemed off. "I'm... gonna go clean myself off before Twilight finds out about this."

"Mmm ..." Rarity moaned. She got herself up and pulled out a drawer, taking out a dress to change into so she could throw her soaked white one away. She found a blue evening dress and changed into it.

Rarity sighed and walked over to the window. " _Now_ what? Hmm?"

Rarity saw Sunset Shimmer walking on the sidewalk. Sunset noticed her, stopped, and smiled, giving Rarity a wave.

"Hi," Rarity waved uncertainly back. Sunset continued on her way. Rarity stiffened up. "You know... I don't know why, but I have the strangest compunction that I feel I should go and follow her..."

So, Rarity left the house. None of the girls in the house seemed to notice or care if they did. Rarity reminded herself not to blame them too much. _They're under the spell,_ she reminded herself, _I need to do something for them. I have to figure out how to cure them... later. Following Sunset comes first._

Rarity followed Sunset around a corner. Then, catching a glimpse of Sunset's red hair from behind, followed her around corner... then another, and another, until Rarity was on the far side of the town, far and away from the house she shared with her friends.

She arrived at what appeared to be an abandoned church. A large, grey building, with a tall spire rising up from it, and an old clock with roman numerals marking the time. It appeared dilapidated, disused.

"Huh." Rarity said. Curious, she went up the steps and went inside. Sunset wouldn't have gone all the way here if there wasn't something, right?

"Hello?" Rarity called, the door creaking as she opened it. Both her voice and the door echoed inside the empty hall. She stepped onto the tattered red carpet.

There was a woman standing at the crumbs of what Rarity guessed to be an altar, dressed appropriately for a church that was still in use, not one that was abandoned and empty, a Victorian-looking puffy white dress with white lace. She turned around at the sound of Rarity's voice.

"Oh!" the woman exclaimed. "You're here already? We were told you would be coming to us." The woman walked up to Rarity.

"Told?" Rarity asked. "Told by whom?"

"Oh, just a mutual acquaintance," the woman said. "What's your name again?"

"Rarity." Rarity answered. She felt her teeth clench and bit her lips as she resisted the impulse to add the 'itties' to her title.

"Rarity," the woman nodded. "That's a pretty name."

"I rather think so, though I've met _someone_ recently who feel it could be improved upon..." Rarity muttered, crossing her arms. "What about you? What's your name?"

The woman smiled. "Adagio Dazzle. I run this establishment. Here," Adagio hooked an arm around Rarity's shoulders, "why don't I introduce to the girls?"

"Girls?"

"My girls. Aria Blaze and Sonata Dusk." Adagio said. "I'm sure they'll be delighted to meet you. Aria! Sonata!" Adagio called. "We have company! Come out now. You don't want to be rude to our guest, do you?"

"No, _mom_ ," someone called back in a tone which was clearly sarcastic in regards to their familial relation.

"I'm not actually their mother," Adagio said. "Don't let them tell you otherwise. Even if Sonata gets confused sometimes and thinks I am."

"They sound charming," Rarity said with a smile.

"Oh, you have no idea..." Adagio purred, giving a mischievous smile back.

In their rooms, Sonata and Aria were busy putting on makeup and eyeshadow.

"Let me just make sure they're ready for you," they heard Adagio say outside the door. Adagio opened said door without knocking.

"Psst," Adagio hissed at them, "let the Contessa know her package has arrived, and in good condition, no less."

"Adagio? Is everything alright?" Rarity asked. "You sound tense."

"Just fine!" Adagio shouted back, switching between her harsh whisper and sweet motherly voice with ease. She refocused on them. "Remember, if this works, we'll have everything we could ever want. The entire city under our control. So don't screw this up, got it?"

"Yes, ma'am!" Aria and Sonata saluted.

"Be nice to Rarity." Adagio told them. "She's still not fully transformed, but even if she was, we want to encourage her to side with us, not against us. So Aria, hold back on the sarcasm until you've ingratiated yourself to her, understand?"

"Fine," Aria said grumpily.

"Sonata, I know this is hard for you, but don't ask any stupid questions."

"Stupid questions like what?" Sonata asked.

Adagio rolled her eyes and retreated out the door. She snapped it shut, and turn to Rarity.

"They're ready," Adagio said sweetly to Rarity. "Shall we go in to meet them?"

"Indeed we shall," Rarity replied. Adagio was so polite and mild-mannered. _You know,_ Rarity thought, _I'm beginning to think I could grow to like it here..._

"And here there are." Adagio opened the door. "Sonata, Aria, would you care to meet our new guest?"

"Hey." Aria waved at Rarity.

"Ooh." Sonata leaned over, gazing lustfully at Rarity's chest. "You have really nice-"

"Not yet," Aria whispered under her breath, smacking Sonata on the back of the head.

"Are they always like that?" Rarity asked.

"Oh, yes, but it's in good clean fun, ha ha!" Adagio brushed off Rarity's concerns with a laugh. "Isn't it, girls?"

"Oh, yeah. Aria and I are having fun all the time!" Sonata smiled. "Wait, is that what we're doing?"

"Never mind that." Aria walked up to Rarity and grabbed the bottom of Rarity's dress. "Your wardrobe is looking particularly drab today, darling."

"I picked this out myself," Rarity muttered dejectedly.

"Well, tell _yourself_ to get a better sense of fashion. A woman so lovely and gorgeous shouldn't be stuck in outfits so plain," Aria said.

"I suppose when you put it that way..."

"Come here." Rarity was startled when Aria grabbed her by the shoulder. "Let's get you into something new and better. Come on, Sonata!" Sonata dutifully followed Aria out of the room and into an adjacent closet, where Rarity's heart jumped with delight at the sight of a number of dresses hanging off a clothes rack.

Aria flipped through them, shoving dresses that failed to meet her standards aside. "Ah, here we go. This would be a good look for you." She held up a silvery latex dress.

"Gee," Rarity was concerned by the shortness of the dress. "I'm not sure that's really the outfit for me."

"What are you talking about? Come on, it'll look great on you. Here, see?" Aria, without Rarity's permission, pulled up on Rarity's dress, somehow managing to pull it off her in one fell swoop, which reminded Rarity of a magician tearing a tablecloth off without disrupting the cups on it. Rarity was embarrassed during the brief moment her bra and underwear were visible.

"Ooh ... they look even better bare," Sonata said, staring glassily at Rarity's cleavage.

"Shut up, Sonata, you're making her uncomfortable."  Aria proceeded to wrestle Rarity into the dress, tugging and pulling until it went over the places it was supposed to. "Get over there, you ... there we go, much better. Why don't you take a look?" Aria moved away from Rarity.

Rarity observed herself in the mirror. The dress had a teardrop cut out for her cleavage, which the dress propped up and emphasized, along with the rest of her curves around her waist and hips. It had a, in Rarity's opinion, too short skirt which barely went past her thighs, and exposed back. She couldn't deny the sparkling silver in the latex was pretty, but she wasn't sure it was the best look for it. It was too skimpy. Why, it almost made her look like a prostitute, she dare day.

"It's a very pretty dress ... but I'm concerned by how much skin it's showing." Rarity said, turning around in the mirror to see her bare back.

"Nonsense. You look great in it." Aria pulled in close to Rarity's ear, close enough to kiss it. "Wouldn't it be so easy to seduce a guy while wearing this skimpy, pretty dress ... _Rarititties_?"

A moan parted Rarity's lips as her command word made her pour clear fluid from her underwear. The orgasm relaxed her and made her forgot her worries, and she looked at her reflection in the mirror with a smile. "You know, on second thought, this does look good on me... really flatters my figure ... and I bet I could get almost any guy I wanted to follow me with this dress ..." Rarity stood and posed for the mirror, admiring herself from different angles and giggling.

"That's it." Aria said, she and Sonata sneaking away to the door. "You just keep telling yourself that, _Rarititties_. Sonata and I have to go talk with our employer, but we'll be right back, okay?"

"Okay!" Rarity moaned, a dazed smile on her face as she climaxed a second time, verging on pain. She stared at her lustful and panting face in the mirror, barely noticing saliva was dripping from her tongue."Ooh ..."

A few minutes after Aria and Sonata disappeared in the doorway, Adagio appeared. She leaned against the door, watching Rarity pose. "So, Rarity, enjoying yourself so far?"

"Oh, _yes_. _Very much._ "

"Good." Adagio nodded. "I can't wait to make you a _permanent_ part of the family."

 

* * *

 

Aria and Sonata slipped out from the building and slipped away in the dark of night. They went to a house on the edge of the town, going straight in without a knock.

“Contessa!” Aria called. “Contessa!”

“In here, darlings.”

Aria and Sonata went to the back of the house, where a menagerie of scientific equipment was set up.

“What do you need, dears?” the Contessa asked, turning to them.

“Your, heh, ‘package’ arrived,” Aria chuckled.

“Excellent, excellent, wonderful, just wonderful, darlings!” the Contessa clapped. “Sunset!”

Sunset zipped to the Contessa’s side. “Yes, mistress?”

“Is our little project ready?”

“Yes, mistress, it is!” Sunset proudly held up a potted plant, full of vines with several tiny leafs on them, some kind of ivy.

“Good job, girls. Remind me to reward you later.” The Contessa took the pot from them while they giggled at the prospect of a reward from the Contessa.

“Take this.” The Contessa put the plant in Sonata’s hands. “Bring it to Rarity. Make sure she drinks from it and waters it plenty.”

“How do you drink from a plant?” Sonata asked, holding the pot up curiously.

“Do you even hear yourself? People drink cactus juice all the time.” Aria said.

“Ah!” The Contessa put a hand over the plant as Sonata was bringing it up to her nose. “You don’t want to do that, dear. Get too close to it, and the plant will … activate.”

“Activate?” Aria asked. “What does that mean?”

“Adagio will tell you.” The Contessa waved a hand to dismiss them. “I’ve discussed all the details of the plan with her. And if she’s feeling a little tight-lipped for whatever reason, just bring it to Rarity. You’ll see what I mean then. Now, if you’ll excuse me, dears, I have to make a trip to a certain sidekick...” The Contessa affectionately rubbed Adagio and Sunset’s cheeks before taking off her mask and hanging it on the coat rack as she walked out the door.

 

* * *

 

Spike loitered around in Rarity’s room, wondering what had gotten into her - and him.

“I shouldn’t have done that,” Spike muttered. “She was clearly upset. I should’ve, I don’t know, I should’ve pushed harder. Made her talk about it.”

Twilight entered the room with a phone. “Got a phone call for you, Spike. Apparently someone needs Humdrum’s help.”

“Humdrum?” Spike asked. “Aren’t one of the Power Ponies a better choice?”

“You might think say so, but the person on the phone says it has to be you. And can you blame them? Humdrum did save us all from the Mane-iac and the Contessa,” Twilight reminded her.

“Yeah. Yeah, you’re right.”

“Go on,” Twilight ushered Spike out the door. “You got this. I trust you, Spike.” Twilight kissed chastely on the forehead and waved him off.

Following the directions Twilight put to a note for him, Humdrum arrived a storage building with the door unlocked. He entered. The lights were dimmed, except for a spotlight which shone down on a woman walking on the sidewalk, wearing a beige coat and dark-brown skirt, with black hair and an earring, tied to a chair.

“Oh! I knew you’d come, Humdrum,” the woman said.

Humdrum saluted. “The Power Ponies are here to help, ma’am. I’ll get you out of here in a jiffy.”

“As long as you’re here, would you mind picking up my earrings while you rescue me? They fell off when that supervillain dragged me to this chair.”

“Sure, sure, no problem,” Humdrum picked the earrings off the floor. They felt uncomfortably wet and oily, but Spike ignored. It wasn’t his place to judge what this woman did with her earrings.

“Who tied you up anyway, if you don’t mind me asking?” Humdrum asked as he undid the ropes.

“I don’t know. It was one of those crazy supervillains, she was wearing a mask, I think. High Heel, maybe.”

“Ah, High Heel. Of course, tying up random women fits in with her shoe theme … but why?”

“I don’t know,” the woman shrugged as she stood up.

“We’ll get to the bottom of this. In the meantime, I believe these belongs to you, miss?” Spike offered the woman her earring.

“Oh! My hero.” The woman took the earrings, give it a kiss, and affixed them to her ears. Then she gave Humdrum a kiss on the cheek. “Thank you. I don’t know what I would have done without you.”

“It’s nothing, ma’am.” Humdrum chuckled, puffing his chest out. “Just doing my superhero job.” Spike laughed again and turned to move away.

“Oh, but you can’t leave.” The woman grabbed Humdrum by the arm. “I have to thank you for this somehow. How about a nice little reward for your trouble?”

“Ma’am, I’m flattered, but your thanks is reward enough.” Humdrum held his hand out. “Really.”

“Ooh,” the woman cooed, disappointed. “Are you sure? You’re so handsome…” the woman pulled Spike to her and ground their hips together. “What’s a little bit of fooling around between two adults, hmm?”

“Ma’am, I…” Spike stammered. This was beginning to feel familiar to him, but he couldn’t place a finger on why, and he was feeling dizzy. He was stunned silent when he looked down and saw the woman’s coat had come undone, and she wasn’t wearing a shirt underneath, just a navy-blue, lacy bra. A light glowed from inside, catching Spike’s attention. “I… uh… what?”

“Oh, do you like that?” the woman asked. She tugged at her bra, exposing her nipple, which was glowing. “It’s my specialty,” she purred. “Are you feeling good, Spikey? Please, let me make you feel good. Don’t you want to feel good?”She hammered the point home by bringing her hand around his genitals, gently stroking him with her fingers.

“Yes,” Spike answered at last, squinting.

The woman got to her knees. She unbuckled Spike’s pants, and drummed her fingers along his pulsing shaft. With an unnerving, almost hungry glee, she took Spike’s tool into her mouth and brought it way deep inside, all the way to her throat. Spike moaned as she pumped him, his erection throbbing against her throat.

 _Why does this all feel … so familiar?_ Spike thought in between observing this woman had thick, dark red lips which were perfect for sensual, deep-throat sucking. _Why can’t I think straight? Maybe I should have questioned those rings more..._

 

“Oh, I lied,” the woman said between sucks. “I do know which villain tied me up. It was the Contessa. AKA … me.”

“The Contessa!” Spike blurted out, the suppressed memories coming flooding back him. Why couldn’t he remember it sooner? Ah, she had done something to him, he was sure. But it was too late; his shaft bulged once and shot a sticky lump of gooey stuff down into the Contessa’s throat. The Contessa had a number of ways to bring her victims under her thrall, and making them cum into her was one of the fastest and most effective.

“Ooh…” Spike moaned, closing his eyes. Spike wondered, how whacked out she had to be in the head that something as lowly and messy as oral sex was little more than a chore to her.

“Ah.” The Contessa sighed, pulling away from him, a string of goo still tying her lips with his shaft. She sucked it right up. “There’s nothing quite like the thrill I get when I make a man cum inside my throat… it shows that, despite any misguided notions to the contrary, I am still the superior being… even when I’m on knees, swallowing their muck.” The Contessa hissed with delight, taking a finger and wiping it across her lips, just in case they were any drops she hadn’t already cleaned off. “Those laced doughnuts worked better than even I could have predicted, and so did the heppel oil on those rings. Now, Spike, are you ready to be a good boy and follow me?”

“Yes, mistress,” Spike droned.

“Good.” The Contessa grinned and turned around, beckoning Spike with a finger. “ This way. I have an extra special surprise planned for you.”

 

* * *

 

“Rarity!” Aria called.

“In here.”

Aria and Sonata entered the makeup room, where Adagio was sitting next to Rarity, helping her apply makeup, including some deep, dark blue eye shadow for those fluttering eyelids and equally dark lipstick to make pouty, longing lips.

“We have a gift for you,” Aria said.

“A gift?” Rarity put the lipstick down. “What could it be?”

“Ah. Yes. I was wondering when that would get here…” Adagio observed, stroking her chin. Aria got a bit resentful as it seemed the Contessa told Adagio more than she told her, but carried on her mission.

“It’s a plant!” Aria put the pot into Rarity’s hands.

“A plant?” Rarity asked. “What use would I have for a plant? I mean, it’s a lovely gift, don’t get me wrong, and I’m sure it was very heartfelt, but I just don’t see what I can do with a plant.”

“Just wait.” Adagio applied some nail polish to herself. “You’ll see?”

“Huh?” Rarity asked. She eyed the plant and saw, at the end of the vine, what seemed to be a little… tiny… slit. “What?”

The plant whirred to life, springing into action. It raised up the vine, reared back, and before Rarity could do anything about it, shot forward into Rarity’s mouth, getting her lips to envelope it.

“Mmmh!” Rarity moaned as the vine tendril instantly shot a load of ooey, gooey cum for her developing bimbo taste buds to enjoy.

“There.” Adagio said as she finished painting her nail. “Isn’t that just wonderful, Rarititties?”

“It is!” Rarity moaned, her enjoyment of the plant’s addictive seed only enhanced by being made to orgasm.

“Why don’t you spray a little milk on it, see what happens?” Adagio suggested.

Rarity eagerly got out her tit and squeezed her nipple, spritzing the ivy with milk. The plant gurgled before swelling in size,

“Isn’t it good practice, though? Just think, wait a little while longer, and soon you’ll be up to your knees in handsome young man with bulging rods looking to shoot their massive loads into your pretty little mouth. You won’t have to settle for this synthetic stuff.”

“Sounds nice,” Rarity airily agreed before the flaccid tentacle perking up and moving back inside Rarity’s mouth, forming a huge bulge in its tubing which came out from the earlier slit in the form of a nice, large, delicious load even thicker than the last for Rarity to swallow.

“Mmm!” she moaned, a little bit of its unusually grayish colored spooge leaking out from her mouth and down her chin.

“You, uh, got a little something on your chin there,” Adagio said as if this were a regular dinner conversation. Because soon, for Rarity, this _was_ going to become a regular dinner.

 

* * *

 

In the Maretopolis Supermax Prison, the Mane-iac, hair tied in padlocks, was surprised when two guards opened the door to her cell.

“Come on, let’s go,” the guard said.

“Go where?” the Mane-iac asked as they slapped cuffs on her for protection, just in case.

“Solitary. Your transfer request was approved this morning.”

“I didn’t put in a transfer request…”

“Well, someone did, and it got approved. Let’s go,” the guard slapped Mane-iac on the back and took her out of the cell, walking her down into the solitary confinement area.

They pushed her into her new cell, then set her down on the bed, taking off her cuffs.

“Before we go, we have something for you,” the other guard produced a fern-looking plant in a pot and placed it in the Mane-iac’s hands.

“A potted plant?” the Mane-iac asked. “Doesn’t that violate the rules of solitary confinement? How do you know I won’t smash the pot and use the shards to pick the lock, or bonk a guard over the head with it?”

“Oh, I don’t think that’ll be a problem,” the guard said ominously.

The plant sprung to life, It shot a vine out and coiled around the Mane-iac’s neck, then slipped another vine past her lips, which bulged up before shooting its load inside. The Mane-iac moaned, her eyes getting droopy, and fell onto her side on the bed, holding the plant’s pot preciously in her hands. The vine fired again, and fluid began to leak down the Mane-iac’s chin.

The guards left the room, locking the door. They walked back through the cells and stopped by one that was deep inside the complex, far away from prying eyes. They unpicked the lock and went.

In the cell was a heart-shaped pad, with unlit candles around it. Centered on the pad was a photo of the Contessa, hanging upside and smiling, her suit partially unzipped, exposing her huge boobs inside a pink bra.

One guard approached the altar, and got down on his knees. “Did we do good, Mistress? Ah…” he sighed and moaned. He got up, taking out a tissue, then unzipped his pants. “I can’t wait anymore.” He wrapped his the tissue around his shaft and began to stroke.

“Careful,” the other guard said, “if you ruin that picture, it’s the only we have of her.”

The first guard didn’t seem to hear his partner, continuing to rub, his equipment beginning to leak. He wanted to cum onto the Contessa’s tits so badly …

“Aah.”

“Oh, you pour sweethearts,” the Contessa said as she walked by their cell, strutting about like she owned the place - as far as these two were concerned, she did. “If you only could have waited a few more minutes, you could have cummed onto the real thing… but now you’re spent, aren’t you? Maybe I should license out my image to a blow-up doll company … I’d make a fortune,” she stroked her chin as she contemplated the idea. “But enough of that. How is our little project going?”

“She’s right where you want her to be, Mistress,” the guard pointed down the hall.

“Good.”

“Mistress? Before you go, could my partner and I have a little reward?”

“Yes, yes, of course!” The Contessa waved her hand. “Not just yet, though. I have something special in mind for you two. We’ll go to it as soon as I’ve finished my visit. Be patient for me, please?” she fluttered her lashes at them.

“Okay …” the guard resignedly answered.

“Good boy. I promise, your patience will be rewarded.” The Contessa took the guard’s key from him and went down the hall, unlocking and entering the room with the Mane-iac.

“Hello again, dear,” the Contessa took a sit on the bed, the Mane-iac’s just barely able to follow her. “I’m terribly sorry about all this,” the Contessa took a finger and wiped off the goo from the Mane-iac’s chin, then the Contessa popped the finger into her mouth. “Mmm… but I couldn’t have you getting out again and mucking up my plans a second time. You understand, don’t you?” The Contessa stood up. “I hope you like my gift. The plant, that is. After all…”

The Contessa walked to the door. “You’re going to be spending a lot of time with it. Ha ha ha!” The Contessa laughed evilly and walked out, closing the door just as the plant pumped another load into the Mane-iac, making the Mane-iac’s fingers tense up shortly before orgasming, a huge stain appearing on her purple pantyhose. The Mane-iac’s eyes closed, drifting off into sleep, Even while she slept, the tentacle kept pumping her stomach full of its seed, meaning that when the Mane-iac woke up, she would be so deep into the spell that she would probably never come out of it again.

 

* * *

 

“Rarity?” The Contessa asked with a smile, returning to the church. “Rarity? Aria, where is my boob slave?”

“Working on her makeup,” Aria answered. “Why?”

“I have a surprise for her …” The Contessa tapped her fingers, grinning.

Aria looked over the Contessa’s shoulder. “Oh. I see. This should be good. I’ll go get her.”

Aria left and returned guiding Rarity by the hand, whose eyes were unfocused and feet were struggling to balance with her pointed heels.

“Hee hee …” Rarity giggled. “Oh, nice big boobies …” she cocked her head at the Contessa’s chest.

“Yes, aren’t they nice?” The Contessa, never one to miss a chance to show off, unzipped and juggled her breast around for Rarity’s viewing pleasure. “Yes … stare into it, Rarity. Let it consume your thoughts …” Rarity nodded eagerly. “But I want you to think about something else right now.” The Contessa zipped up.

“Hey, how come you’re not using your trigger word for her?” Aria asked.

“Because, dear, I don’t want her to tire out before the fun even gets started! Rarity, How long has it been since your last shot of cum?”

“Long enough,” Rarity answered.

“Good. Oh, Humdrum …” The Contessa cooed, and Spike staggered forward drunkenly, his head wobbling as much as Rarity’s.

“Yes, you two remember each other, don’t you? If not, that’s okay,” the Contessa said. “You’ll love being in each other just the same, ha hah!”

Rarity went up to Spike and reflexively got down on her knees, picking at Spike’s pants and unzipping them. Without waiting for a reply, she wrapped her thickened, glossy purple lips around Spike’s tool and sucked. She adjusted her head as the member grew in length, Spike’s arousal having faded since the Contessa’s turn with him, but now it returned. Rarity happily sucked it, lifting up only so she could rub her tits against the underside of it, squeezing them together and massaging Spike’s shaft with her boobs. She swallowed up the member up, taking it into her throat.

“Aah … aah … aah …” Spike moaned, his eyes widening when he was quickly brought to cum, pumping globs of thick goo into Rarititties’ mouth. He blinked several times and pulled away from Rarity, falling backwards, the Contessa catching him in her arms.

“Isn’t that nice, Spiky-Wikey?” The Contessa asked him. “So much better to just give in and worship our massive boobies and be a good boob slave, isn’t it, dear?”

“Yes …” Spike answered breathlessly. Rarititties licked at the sides of her mouth.

“Oh, but Rarity, you’re done yet.” The Contessa snapped her fingers, and the two guards from the prison stepped forward, their shafts bulging in their pants. Rarititties smiled while they undid their zippers, and they walked over and both of them put their bulging, erect tools into her mouth, whereupon a sex-crazed, cum-loving, big-boobed bimbo set to work to give them both the sucking of their life. Rarititties kneaded their sacs with her fingers while the Contessa handed Spike off to Aria, taking him to find a bed for him to rest.

Rarititties screamed and moaned, the shafts twitching furiously, shooting off their loads and washing her throat down with seed.

“Mmm …” Rarity pulled away, a string going down her chin. “So good …”

The Contessa waved her hand and dismissed the guards, Aria taking them as well.

“Now, Rarity …” The Contessa said. “You know good girls love cum. You know good girls swallow.”

“Yes!” Rarity moaned. “Yes, I do know!”

“Yes. But something you need learn about what good girls do …”

The Contessa wrapped her hand around Rarity’s skull.

“They’re not _picky._ ”

The Contessa brought Rarity’s head up and put Rarity’s lips to her slit, Rarity helpless but to swallow as a gush of feminine fluids rushed out of the Contessa’s sideways hole. Rarity moaned and jerked, her shoulders slumping as she lapped up the Contessa’s sweet, delicious cum.

“Mmm …” Rarititties moaned when the Contessa let her go. “So good, so sweet … so relaxing …”

“Isn’t it?” The Contessa asked.

“Ooh,” Rarititties grumbled, wrapping her arms around her stomach. “I’m so warm and full … I want to cum myself now.”

“Well, I believe I can help you with that.” The Contessa unzipped again. “Remember these?”

“Oh, yes, I do!” Rarititties answered.

“Remember how good they made you feel at the bank?” The Contessa asked. “Back when you were still a Power Pony and not my good little boob bimbo?”

“Yes, yes!”

“Stare into them, Rarity,” the Contessa juggled her boobs up and down, “lose yourself in my cleavage. Let it consume your mind. Let it dominate all your thoughts and smother them in my milky mammaries …”

“Yes, yes …” Rarity blushed.

“Here,” the Contessa pulled out a photo, “try this.” She handed the photo to Rarity. It was a candid picture taken of the Contessa lying on a bed, her breasts totally exposed, nipple and all. “Look at that for a bit.”

The Contessa positioned herself behind Rarity and put hands on Rarity’s shoulder, massaging them.

“Ooh …” Rarity moaned. “Such big boobies!”

“Yes,” the Contessa hissed, “and you love big boobies, don’t you, Rarity?”

“Yes!” Rarity answered, her hand shooting towards her vagina. She moaned and drooled as she pleasured herself, unable to reign it in anymore. “I love big boobies! I want to suck them and kiss and squeeze them! And how do you get yours to so big, Mistress? So, very, very big!”

“That’s a secret,” the Contessa whispered, smiling as Rarity pleasured herself. Oh, sure, she could have made Rarity cum any second at instant, all she had to do was to say her magic phrase. But this way was better. This way involved working Rarity up. Making her submit, making her do it to herself, of her own volition, taking whatever action necessary to make herself cum out of sheer desperation and lust for the Contessa’s tits, so Rarity would advance her own self-destructive spiral into lustfulness, self love, and bimbodom.

“Ooh!” Rarity leaned her head back, splattering a huge mess of clean fluid onto the carpet, droplets flying out of her slit.

Adagio was going to need to get that dry-cleaned.

“Good girl.” The Contessa let go, and Rarity fell over onto her side. “Now, I would love to stay and cum into your pretty little mouth all over again. Maybe some other areas, too. But I have somewhere to be. I’m so busy, you know, making sure every part of the plan goes perfectly. But I will leave you something to remember me by until I return.”

The Contessa kneeled, cupped Rarity’s cheek, and gave her a kiss on the lips and a squeeze on the boob, making a jet of milk shoot into the air and getting Rarity’s dress all wet. The Contessa then slid the candid photo in between Rarity’s cleavage, and headed out the door.

 

* * *

 

Sunset Shimmer stepped into the mayor’s office. She sized up the aid writing notes on the desk.

“Hello!” Sunset Shimmer waved at the aid.

“Hello,” the aid raised an eyebrow, “can I help you? Do you need to see the mayor?”

“No,” Sunset answered, though her airy tone caused the aid to be skeptical. “I just wanted to say hi and give you a little gift.”

“Give me a little gift …? This isn’t some door-to-door salesman thing, is it?”

“No, no!” Sunset assured her. She produced a potted plant. “I just wanted to give you something to light up your desk, since you do such good work.”

“Hmm,” the aid watched as Sunset put the plant on her desk. The aid ran her thumb over a leaf and bounced it up and down. “It’s certainly pretty, but I can’t accept this. Not while I’m on the clock.”

“Aww, are you sure?” Sunset asked, smiling cheerily.

“Yes, I’m sure. This could be considered a bribe to get into the mayor’s office, and that’s not acceptable,” the aid pushed the plant away from her.

“Are you sure you’re sure? Maybe you should try it first. Maybe you’ll change your mind…” Sunset teased.

“‘Try’ it? How do you try a plant?” the aid asked. The plant sprang into action, shooting a thin vine into the aid’s mouth. Before the aid could react, the vine bulged up and pumped a load of hypnotic seed into her mouth. “Mmm!” The aid moaned, her shoulders dropping. She closed her eyes to enjoy it, the vine shot another load, some of which spilled down the aid’s mouth.

The aid fell down onto her desk, eyes glazed, lightly sucking on the tentacle, which slowed down from its huge loads into a steady trickle.

“Sorry about that, dear,” Sunset said as the Contessa stepped in. “But you wouldn’t let me just walk in and let a known supervillain in here without a little … enticement, would you? Ho ho ho!” Sunset reached over and stroked the aid’s here while the Contessa went on.

The mayor was in her office, writing notes on her legislation in her desk.

The Contessa knocked on the door to be polite, then entered anyway without waiting for a response.

“Hello? I don’t recall schedule a meeting for today…” the mayor looked up. She shot back in he chair when she saw the Contessa standing in the doorway.

“Hello, miss mayor,” the Contessa purred, top unzipped, her melon-sized melons fully exposed, her thick, erect nipples glowing.

The mayor fumbled around her desk for the security button.

“Oh, I wouldn’t bother doing that,” the Contessa said. “You wouldn’t want me to just seduce all those handsome, burly guards as well, would you? Besides, I had Sunset cut the wire anyway.”

The mayor grimaced.

“Relax, dear,” the Contessa walked into the room. “Why don’t you take a good look and at my boobs? Bask in the warm glow of my nipples…”

“Uh…” the mayor stammered, her first instinct being to try resist, but her face was already fully lit and bathe in the pink light from the Contessa’s breasts.

“Stare. Stare at them and relax. Let yourself relax in the warm, comforting sight of my cleavage. Don’t they look just like fruit? Like big, juicy fruit that you just want to suck the juice out of?” one of her nipples dropped a bit of milk onto the desk.

“Yes,” the mayor answered. She pushed herself up from her chair and leaned over her desk, kissing the Contessa’s nipple and sucking on it. The Contessa curled her fingers around it and squeezed, spurting a gush of milk into the mayor. The mayor moaned and gulped, a lump going down her throat. She continued to suckle until the Contessa’s milk had its ultimate effect, making the mayor orgasm.

“Oh!” the mayor moaned, falling onto her desk, her mouth sliding off the Contessa’s nipple, clear liquid dripping out from her skirt.. While she was splayed on the table, the Contessa’s milk dropped onto the mayor’s hair, getting the mayor’s hair soaked.

“What …” the mayor whispered breathlessly. “What do you want?”

“The first thing I want you to do,” the Contessa answered, picking up a blank piece of paper, “is to write some new legislation.”

“To do what?” the mayor asked, taking the paper.

The Contessa smiled. “Making prostitution legal in the city of Maretropolis.”

 

* * *

 

Twilight looked around the house. "Hey," she went into the kitchen, "haven't any of you seen Spike or Rarititties? I can't find them anywhere."

The other girls shrugged.

"I did find a pair of headphones under my bed," Fluttershy produced a pair of noise-cancelling headphones.

"How did that end up there?" Dash asked.

"Uh, girls?" Pinkie called from the other room. "I think you're gonna wanna see this!"

"Pinkie, if this is another story about the polka-dotted dinosaur who lives in your wall..." Dash grumbled, though she went with the others to investigate. Pinkie was watching T.V, the news, showing a crowd of people gathered outside city hall. Some of them held up signs reading "Moral Guardians."

"What're you seeing here is a number of concerned parents and moral guardians standing outside the mayor's office, wanting a word with the mayor over her recent announcement that she will be making prostitution legal in the coming days," a newscaster reported. "The mayor's announcement came as a complete surprise, as she's shown no strong stance on the issue either way..."

"Girls," Twilight said, "do the rest of you find it as fishy as I do that the mayor is trying to legalize prostitution just as Rarity and Spike have gone missing? That _can't_ be a coincidence. And on the same day we all wake up with headaches, and discover headphones under our beds we know we didn't put there?"

"I get what you're saying, Twilight, but... what's the connection?" Applejack asked. "It's not like Rarity's been working the street."

"Even if she acts like it sometimes," Dash remarked, earning a punch to the elbow from Fluttershy, whose unyielding glare furthered show her disapproval.

"I don't know. But we're going to find out. Everyone, spread out." Twilight said.

"Heh-heh. Spread out. 'Cause we're dealing with prostitutes?"

"Shut up, Rainbow Dash," Twilight ordered. Anyway, we're going to go hit up every brothel in town and see what shakes loose. Any one of them might shaking."

"Ooh, I love going to brothels!" Pinkie said. "They're so el-y and broth-y..."

"Pinkie... are you sure you've been to a brothel before?" Dash asked as they headed out the door.

"Oh, yeah, sure! That's the one where you give soup to poor people, right?"

Dash blinked. "Pinkie, that's a soup kitchen."

 

* * *

 

The Contessa sat on a reclined chair, martini in hand, watching the news about the moral outrage of her proposed legislation with amusement.

"Contessa!" Spike shouted, marching up to him. "You may have gotten the mayor, you may have gotten me and Radiance, but you still can't win! The Power Ponies will find you, and then they'll beat you again, just like they did the last two times you tried to pull this stunt."

"The Power Ponies will find me? Of course they will, I'm counting on it." The Contessa sipped her drink. "But how will they beat me? By siccing the Mane-iac on me? I don't think so, she's occupied. Last time, I was defeated by an attack of conscience. Hence, you'll notice, I've gone for a much smaller-scale operation. You're so confrontational, Spike. What's this sudden turn all about?"

The Contessa looked at him and saw the glare in his eyes. She laughed. "HA! I get it. How cute. You think you can resist being under my power with a liberal application of heroic resolve. You're _adorable_. But I'm afraid that's now how things work for you anymore, Spikey. Not when you're still under the influence of myself."

"Oh yeah?" Spike rolled up his sleeves.

"Yes. Close your eyes for me, Spike."

Despite his every intention to resist, Spike's eyelids shut, his body obeying the Contessa even if he didn't want to.

"What do you see?" The Contessa asked.

Spike didn't want to give the answer, but he couldn't stop it from leaving his lips. "... boobs."

"Whose boobs? This is important, Spike."

"Yours ... and Rarity's."

"And what are Rarity and I doing with our boobs?" The Contessa asked.

"You're ... fighting over me. Arguing over who gets to rub them on my-my"

"On your other head, yes," the Contessa said.

"You're wrestling each other. My ... thing is caught in the middle between one of your boobs and one of Rarity's."

"Yes, yes, because you're just so muscular and handsome, Spike, that we can't help fighting over you! We all want to be the one that gets the honor of smothering your ... _thing_ with our boobies."

"Ahh ... ahh ..." Spike panted and moaned, the imaginary stimulation from the two busty women being as good as a real to him. He shamefully and protectively cupped his balls as crumpled onto his side and creamed his pants, writhing on the ground.

The Contessa sipped her drink, ignoring Spike's screams of pleasure. This was her at her finest, able to make a man cum without ever laying hands on him.

"Enjoy yourself, Spike." The Contessa strode over to him, her high-heeled boots thumping the floor. She leaned over and kissed him on the neck. "There's a lot more where that came from." She finished the martini and walked out the room.

 

* * *

 

"Okay..." Twilight headed far south in the city, coming up at an abandoned church building. "According to my sources, this is one of the brothels in the city." Twilight looked up from her map and gave a shudder. Even though it was in disuse and crumbling, the building still had this unspoken sense of menace about it, of intimidation.

Standing on the steps were a goth chick and a girl dressed as a pop star.

"Hey." The goth swiveled the lollipop she was sucking from one side of her mouth to the other, than popped it out. "Could you use a little company, miss?" she stuck her tongue out and swept it across the side of the lollipop, the message crystal clear to Twilight.

"Uh, no thank you." Twilight nervously answered, holding her map to her chest as if hoping it would protect from this vixen's wicked ways.

"Suit yourself. Your loss." The goth stuck the lollipop back in.

"But, um, maybe you can help me with something. I'm looking for a friend of mine. I have reason to believe she'll be hanging out near a brothel.

"You hear that, Sonata?" the goth asked, glancing at her partner. "She's looking for her frieeend."

Twilight ignored her unfriendly attitude. "Have you seen her?"

"Maybe," the goth answered coyly. "Describe this friend to me."

"Her name's Rarititties. She has long purple hair, blue eyes, was probably wearing a lot of makeup..."

"Rarity, you say?" the goth said, Twilight unable to catch the discrepancy. "Tell me, is that the one with the amazing curves and the nice rack?"

Twilight winced a little. "I would prefer if you wouldn't describe her in _quite_ those terms... but yes."

"I think I've seen her." the goth took her lollipop out of her mouth and went up the steps, dangling the stick between her fingers. "Come with me."

A shudder swept past Twilight's shoulders. Something was telling her this wasn't a good idea. But she wanted to know what happened to Rarity. _Besides,_ Twilight told herself, _I have superpowers. I'll be fine._

"Rarity!" Aria called. "There's someone here to see you..."

"Bring them in, darling!"

Aria led Twilight down a flight of stairs, and Twilight couldn't shake the feeling she had just agreed to go into a dungeon.

"Oh, why, hello darling!" Rarity greeted Twilight, a glimmer of recognition in her eye. As she turned to face Twilight, her boobs jiggled wildly inside her latex dress.

"Rarity?" Twilight asked. "What happened to you?"

"Oh, nothing, nothing. Here, I have a gift for you..." Rarity said.

"A gift? For me?"

"Grab her, girls."

Aria and Sonata grabbed Twilight by the arms.

"Hey!" Twilight struggled. "What's the big idea here, Rarity?"

"No big idea at all," Rarity said, heaving up her potted plant, its vines having grown monstrously thick and large. "I just wanted to share some of my lovely plant with you."

"Share? What does that mean-" Twilight's answer came in the form of a vine rising up and forcing itself inside her mouth. It swelled up and purged itself, pouring its seed-like substance into Twilight's mouth. Twilight moaned, knees going wobbly. The vine pumped load after load into her, and her breasts grew, swelling up from all the liquid inside her. Her shirt ripped, exposing her now generous cleavage.

"Guh." Twilight moaned and her neck went limp.

"What?" Rarity asked.

Aria tapped Twilight's cheeks. "I think she fell asleep."

She had, and while Twilight was asleep, she had a dream. A dream about a tall, handsome man in uniform, who was sweet and kind... and an engorged shaft, pulsing with cum just for her.

"Mm..." Twilight blinked her eyes open, the tentacle removing itself. "Rarity? I just had the strangest dream... first you were attacking me with a a plant, and then there was a..." Twilight blinked again. "It wasn't a dream! Well, part of it wasn't..."

The plant, sensing Twilight was not fully converted, went back in and gave her another load to swallow.

"Mmm!" Twilight's body went weak. Aria and Sonata could feel the tension fade from her arms, so they let her go and allowed her to drop to her knees.

"The Contessa sends her regards," Aria said, stomping over to Rarity's side. "Not that you remember you, thanks to a little careful espionage work by your old friend Sunset Shimmer. Now, Rarity..." Aria drew close and whispered into Rarity's ear.  "Look at her. She's vulnerable. She needs something from you. And you know what that is, don't you?'

"Yes..."

"Yes. Doesn't it just feel so good to... _dominate_? And Twilight..." Aria said. "I don't think that name fits you anymore. I think we should call you something more like Titlight. It gives an increased emphasis on the most important parts of you."

"The most important of me is my smarts..." Twilight dizzily muttered.

"And you just love Rarititties, don't you?" Aria said.

"I love all of my friends equally ..." Twilight said before Rarititties pushed up her vagina to Twilight's mouth, pouring the cum from Aria's use of the command word into her. Twilight guzzled it down and pulled away. "Oooh ... Of course, then again ... I do love Rarititties. Who doesn't... love Rarititties?" As she spoke Rarititties' command, Rarititties slit continued to orgasm, spraying the newly named Titlight's mouth and new and improved rack with drops of a feminine, clear fluid.

"Ooh ..." Titlight moaned and fell onto her back, feeling Rarititties' fluids slide and slosh around her jiggly bits.

"That's a good girl," Aria said.

Rarititties giggled at seeing her friend laid low on the floor. The plant, sensing its services were stilled needed, stretched out and put its cum-spraying tentacle under Twilight's skirt, inserting itself into Twilight's vag and pumping her slit with its goo.

 

* * *

 

Rainbow Dash and the others regrouped at their home.

“We still haven’t found anything,” Dash grumbled. She looked around. “Hey, where’s Twilight? Don’t tell me she’s gone missing too!”

“I’ll call her,” Fluttershy got out her phone.

 

* * *

 

_Brrring. Brring._

“What’s that?” The Contessa asked irritably.

Adagio reached into Twilight’s discarded clothing and pulled out Twilight’s phone. “Twilight’s cell phone. One of her friends is trying to call her. What do you want to do?”

“Give it here.” The Contessa demanded. Adagio put the phone in her palm. The Contessa removed the back casing.

“How is that going to help?” Adagio asked.

The Contessa unzipped and massaged her tit, squeezing and spraying milk onto the phone’s exposed circuits. It crackled and shorted out, sending up a thin wisp of smoke.

“Oh.” Adagio said. “That’s dangerous.”

“This way, they can’t use it to track us,” The Contessa said. “ I’ve been waiting so long for this My final victory. Twice now, I was so close, and twice now, because of unseen factors, or my own weakness, I was denied. I will not be denied a third time.”

The Contessa threw the smoking phone remnants to the ground and smashed them underfoot.

 

* * *

 

“Damn it,” Rainbow Dash said. “No answer…”

“Maybe she turned it off?” Fluttershy suggested, looking down at her phone.

“Why would she do that?” Dash asked. “No, no, something’s up, and we need to find out what.” Dash paced around. “What do we know so far? What’s happened? What’s changed recently?”

“Well, we know Rarity and Twilight have disappeared, and the mayor’s trying to legalize prostitution,” Pinkie recapped.

“Hey now…” Applejack said. “Something you said is making me think, Rainbow Dash. Didn’t all of this trouble start just after that cafe opened downtown?”

Rainbow, Pinkie and Fluttershy stared at Applejack in recognition.

“By gum, you’re right!” Rainbow pumped her fist. “Let’s start, or … restart, I guess, our investigation there. I say we go down there and give them a piece of our minds.”

“Yeah!” Pinkie and Applejack agreed enthusiastically.

“Oh, um, I don’t know how I feel about this,” Fluttershy said. “You know I’m not comfortable with violence.”

“Eh, you can patch them after the rest out of us done. Come on, Power Ponies! Let’s move out,” Rainbow Dash marched out the door.

 

* * *

 

The team stormed into the cafeteria, where Sunset Shimmer was half-bent over on a counter, pressing her boobs into the hard surface, while Adagio Dazzle lovingly fed her bits of cake.

“Alright, you two, talk!” Dash demanded. “Where are Twilight and Rarity?”

“I see no reason why I should have to answer that,” Adagio said. “Especially after you barged in here so rudely.”

“Ah-ha! So you do know where they are?” Pinkie asked.

“Yes,” Adagio answered.

“Talk!” Dash repeated, grabbing Adagio by the shirt, much to Sunset’s dismay. “Before I beat the answer out of you.”

“I wouldn’t do that if I were you,” Adagio said. “The Contessa is likely to get very upset if I come back to her with bruises, and then you’ll never get your friend back.”

“The Contessa?” Dash asked. “That sounds familiar … agh,” She rubbed her head, getting a headache. “Why can’t I remember? What did you do?”

“I did my part,” Adagio said. “Here. If you have questions, why don’t you take it up with the boss-lady herself?”

Adagio produced a screen device and showed it to Rainbow Dash. Static flashed across the screen at first, before clearing up into the image of the Contessa, wearing her mask, but not her top, revealing her large breasts, making Dash blush.

“Hello, darlings!” The Contessa waved. “If you’re getting this recorded message, that means the first half of my plan is complete. If you want to know the second half, as well as have any chance of ever seeing your dear friend Rarititties ever again, you’ll have to come to the abandoned church on the far side of the south town. I’ll be waiting … and I can’t wait to see and squeeze and grope and kiss your lovely, juicy titties.” The Contessa winked and blew a kiss, and the screen went dark.

“I don’t think I like this feller …” Applejack said. Fluttershy shuddered at the display of the sexuality.

“And there you have it. You’ll have to come to old church,” Adagio said. “I can take you there, if you want, when you’re ready. But if you don’t mind, I’d let to get back to feeding my servant.” Adagio grabbed Dash’s wrist, pried off, and shoved a slice of cake into Sunset’s mouth.

Rainbow Dash glared at her. She looked at the girls. “Huddle.”

“What do we do? We can’t change into our Power Pony selves, or she’ll learn our secret identities,” Dash said.

“If you’re worried about dual identities, don’t bother,” Adagio said. “We already know, and we don’t care. It’s irrelevant to us.”

“Well.” Dash leered at Adagio, mad that she eavesdropped on them. “I guess that takes care of that.”

“So,” Adagio said while placing a cookie into Sunset’s mouth, “are you ready?”

Dash turned to Adagio, puffing out her chest and doing her best to look aggressive. “We’re ready.”

“Oh, look at you, so big and buff,” Adagio mocked. “Don’t bother to try and intimidate me, Dash. I’ve lived much longer and seen much more than you will in your entire lifetime.” She broke a cookie in half, stuck one half into Sunset’s mouth, and took a bite out of the other. “This way, ladies.” She walked out the restaurant door,  swaying her hips, Sunset following behind her like a love-struck puppy.

“I don’t like this,” Applejack said.

“What choice do we have?” Fluttershy asked. “If we want Twilight and Rarity back … and we do them back, don’t we?”

“Yeah. They may both be kind of annoying sometimes, but they’re still our friends,,” Dash said. “Let’s go.”

 

* * *

 

The girls arrived at the brothel.

"Oh," Aria glanced at them from her chair, filing her nails. "You're here. To be honest, I wasn't expecting you to show."

"We'll always show up for our friends," Dash growled at her. "Where are they?"

"Through there," Aria pointed to a door. Dash and company went up to it and gasped.

"What is this?" Dash asked, disgusted.

Aria looked up. "Looks like a door to me."

"Not that. You know what I mean. I mean, what is this?" Dash waved her hand over the door. It was built like a vault door, wide and made of steel, and with a uniquely shaped lock with two spheres in and lines going through which resembled ... a bra. "What is _this_ supposed to be?"

"It's a lock," Aria answered. "If you want to go through the door, you're gonna have to unlock it."

"Does that mean what I think it means?" Applejack asked.

"That depends on what you think it means," Aria answered unhelpfully.

"Um." Fluttershy raised her hand. "I'll do it. I'll take one for the team, and I don't mind the breeze."

"Thank you, Fluttershy. We'll try not to look." Dash, Applejack and Pinkie turned their heads away while Fluttershy pulled up her shirt and unhooked her bra. Ignoring Aria's flirtatious cooing at her, Fluttershy placed her garment into the lock. It neatly slid in and clicked. Fluttershy turned the lock, and it unlatched.

"Great. Now let's go in and pound that Contessa's teeth in." Rainbow Dash made a fist as she and the others marched.

Aria got up from her seat. "I guess me and Sonata better go get ready ..." Aria closed the door behind the Power Ponies and went to fetch Sonata.

"Hey!" Dash turned around and banged on the door. "What's the big idea, here?"

"I think the idea is that it's a trap, Rainbow," Applejack said. "We knew that when we walked in, Sugarcube."

"Yeah, yeah. Where are we?" Rainbow observed the room. It was wide, light blue, and made of a material polished so shiny they could see their reflections in. Ahead of them were four doors in a room, one of which was normal, the other three of which were built like the vault door outside, with the same perverted lock.

"How do we know which one to go through?" Fluttershy asked.

"Well, it's clearly designed to separate us and keep us apart by having us all go into a door of own, and make us give up our bras in the process," Rainbow Dash grumbled. "So I say we do just the opposite of that and only go through one door. We're not gonna play the Contessa's game. In there." Dash pointed to the normal door.

Fluttershy, having already forsaken her chest coverage, went in first. The minute she passed through, a light-blue barrier slid up from the floor.

"What?" Fluttershy said. She started banging on the door.

"Fluttershy!" Rainbow Dash punched the door, but it bounced off the blow. "Ow ..."

"Looks like its designed to only let one of us through," Applejack said. "Looks like we'll be playing her game after all..."

"What? No. No, I refuse to accept that," Rainbow said. "Pinkie Pie, see if you can use your super speed to knock the door down."

"Can do!" Pinkie backed up for more room, then broke into a super-dash, slamming into the solid wall, which remained intact. "Ow."

"Ugh, move," Dash pushed Pinkie aside. She got out her element and blasted the wall with a lightning strike, but other than a scorch mark, the wall remained unharmed. "Damn it. Fluttershy, can you get angry?"

"No. Too scared right now. Sorry."

Dash groaned and rubbed her temples, muttering a string of cuss words under her breath. "Fine. We'll do this the hard way. Fluttershy, you keep going on in, and see if you can find a way to break through and meet back up with us. We'll go through the other doors ..."

Fluttershy nodded and went further into the room. The others gave up their undergarments to get through the other doors, and went in, ready to take on the Contessa's game.

At least, Dash hoped they were ready.

 

* * *

 

"Ah," the Contessa leaned back in her control room chair, watching the Power Powers enter on her multiple viewscreens. "Let the games begin."

"Games?" Titlight asked, leaning over the Contessa's shoulder. She gasped, the sight of her friends on the screen jogging her memory.

"Oh, gosh!" Twilight put her hands on her head. "Rarity, Rarity!" Twilight ran over to her and shook her by the shoulders. "Wake up. We need to get out of here."

"We do?" Rarititties asked, confused.

"Yes! You see those people on the screen?" Twilight gestured to them. "Those are our friends! They came here to rescuse us! And we need to get out of there and go help them ..." Twilight made a fist and marched to the Contessa.

The Contessa rolled her eyes. "You know, dear, if you want your escape plans to be successful, you shouldn't speak them out loud where your captors can hear you."

"I panicked, okay?" Twilight huffed.

"Whatever. Adagio." The Contessa snapped her fingers.

Adagio got up from her chair and undressed, pulling her shirt up. She squeezed her breasts, blasting the potted plant with milk. The plant surged in size, and reached its now-enormous tentacles around Twilight and Rarititties' necks, pulling them back and inserting the tips of the tentacles into their mouths. The tentacles swelled up to an alarming degree, and splashed Twilight's and Rarititties's throats, faces and boobs with a massive surge of tentacle cum.

Titlight moaned breathlessly while the warm, addictive fluid dropped from her chin onto her chest. "Oh, Rarititties ... forget everything I just said! Let's stay here and be good little tit slaves!"

The vines unwrapped themselves as Titlight and Rarititties gleefully embraced each other, squishing their boobs together and kissing the fluid off the others' cheeks.

"Oh my," Adagio said, "this is arousing. And believe me, Contessa, when you lived as long as I have, that's saying something. Anyway, I should go get ready." Adagio looked to the screens with interest. "Fluttershy looks lovely, but I think she could do with a few touchups, don't you?"

"I do. That's what I like about you, Adagio," the Contesssa said while looking on as her current boob slaves cleaned each other off. "You and I think so alike. Have fun."

"Oh, I _will_ ," Adagio exited through the door.

The Contessa got up from her chair. "Since your friends are here, I suppose I might as well start prepping the procedure ..." The Contessa looked at the two of them licking each other. She sat back down to watch the show. "After you're finished cleaning each other, of course."

 

* * *

 

Fluttershy walked into a room with dim lighting, but otherwise empty and void of threats.

"Okay ... this doesn't seem too bad."

The floor gave out under her, pulling Fluttershy's feet out from under her and making her land her rump into the seat that mechanically popped out. Her arms rested purposefully on the armrests, which clamped her arms down with silver braces that snapped up.

"Me and my big mouth," Fluttershy muttered.

"Oh, but that's one of your best features," Adagio said as she walked into the room.

"You ..." Fluttershy said. "You're one of the Contessa's henchwoman."

"Adagio Dazzle, at your service." Adagio approached and brushed her hand through Fluttershy's bangs. "You really are quite lovely, Fluttershy." Adagio braced her hand onto Fluttershy's chin. "If it were up to me, I'd ravish you on the spot here and now. But I have certain obligations to fulfill. So, you know what the best part about having something beautiful in your possession is?"

"What?" Fluttershy asked, afraid, but seeing she didn't have a choice but to play the game.

"You can touch up on all of the little flaws and imperfections." Adagio snapped her fingers, and a vanity flipped out from the floor, a large mirror showing Fluttershy her reflection.

"Now ... let's start off with a few choices." Adagio opened the drawer and pulled out two things of lipstick. "Which one would you prefer? Purple or green? I think either would look good on you."

"Oh, um ... green," Fluttershy said. Adagio unscrewed the cap, and proceeded to apply the green lipstick to Fluttershy's mouth. Her lips scrunched up, insulted at this attack on her person.

"Don't twitch, dear," Adagio said. "You'll make me miss and smear it up. You wouldn't want that, would you?"

"I guess not?" Fluttershy said, unsure what to think.

"Then again, I suppose being a little messy would add a certain roguish charm," Adagio said. She capped the lipstick, put it down, and took out a brush she used to tease out Fluttershy's eyelashes. Then she got a different brush with a jar and swirled it around, applying some blue eyeliner to Fluttershy's lids.

Fluttershy sighed, put out. "Are you done yet?"

"Oh, don't be like that, sweetie," Adagio said, as if she and Fluttershy were married. "Aren't we having fun?"

"No!"

"I'm sorry," Adagio said. "Perhaps this next item will help fix that." Adagio pulled up a larger jar filled with a sandy-color cream. She opened it, stuck her hand inside, and applied to Fluttershy's neck.

"Some moisturizing ointment," Adagio explained as she rubbed it over Fluttershy's neck. "Made with aloe, herbs, spices ... and milk."

"Milk?" Fluttershy's heart sank. She gulped. "Um, from a ... local source, I hope?"

"Oh, yes. Very local," Adagio said.

"From a cow?"

"A cow?" Adagio chuckled and waved her hand. "Yes, I suppose you could call her a cow."

Darn it, Fluttershy thought. She'd been hoping maybe the cream wasn't made with the Contessa's milk, but Adagio's answer confirmed it. And if there wasn't any doubt, it was removed when Adagio's hands trailed down to Fluttershy's breasts, going under Fluttershy's shirt.

"There we go," Adagio muttered as she rubbed the ointment into Fluttershy's cleavage. "Nice and plump, but the Contessa thinks you could do with another cup size or two, and well ... as lovely as you are, I must admit, in my experience, bigger is better!"

"Uh." Fluttershy shivered and groaned in disgust. She breathed heavily as she felt her breasts gain weight, increasing in size from the effects of the Contessa's milk inside the ointment.

"Ooh." Fluttershy moaned, other effects of the milk activating on her. She closed her eyes. "Oh, yes, yes ..."

"Yes. That's it, Fluttershy. Just give in. Give in to it all. In to your boobs, into the milk, your body, your lusts ... give in to all of it!" Adagio grinned wickedly and squeezed, ejecting a squirt of milk over Fluttershy's clothes. "Doesn't it feel so much better to just give in?"

"Yes," Fluttershy nodded, smiling delieriously. "Yes, it does feel better to give in!"

"So much better." Adagio pulled down her blouse and stuck her nipple into Fluttershy's mouth. Fluttershy sucked it eagerly, lapping up the milk as Adagio squeezed it out. "Doesn't it?"

"Yes," Fluttershy hissed, stopping to breath, milk running down her chin.

"What do you want, Fluttershy?" Adagio asked.

"I-I want so suck ... I want to ravish all the boys and let them use me as a busty doll to have their way with!"

"Just the boys?"

Fluttershy giggled. "Well, okay, maybe some girls, too. If they're _really_ cute." Fluttershy raised her head up and smiled at Adagio. "Like you."

Adagio pumped her fist in triumph, giggling at her victory. She tapped the bracelet holding Fluttershy's hand down, and the chair released its restraints. Fluttershy jumped out of the chair and grabbed Adagio by the shoulders, taking her to the ground. Then, they were on each other like animals, tearing off each others' skirts and licking at their vaginas.

 

* * *

 

Pinkie Pie’s room was wide, though it didn’t seem menacing, either. It was white with pink painted on the walls in swirling patterns that brought to Pinkie’s mind images of a wedding cake.

On the far end of the wall was a tray of sweets on a cart.

“Ooh!” Pinkie rubbed her hands together. “Goodies!”

Pinkie bounced over to it and picked a chocolate chip cookie up. She was about to drop it into her mouth when she saw she wasn’t alone.

“Oh, don’t mind me,” the pale girl leaning over the tray said. “I’ll just be here … watching you eat.” She fluttered her lashes.

“O … kay. Hey, wait a minute,” Pinkie said, “you’re not one of the Contessa’s henchwomen, are you?”

“Contessa?” the girl said. “No, I don’t think I’ve heard that name before. What’s your name, hot stuff?”

Pinkie blushed. “Pinkie Pie. But, um, I have a girlfriend. What’s your name?” Pinkie nervously nibbled on the edge of the cookie.

“Sonata Dusk,” Sonata said. Her eyes came to rest on the cookie with what even a glutton like Pinkie Pie was a disturbing amount of interest in food. “That cookie looks really good.”

“Oh, I’m sorry!” Pinkie Pie took the cookie out. “Do you want it?”

“Nah, I’m good. I’m not hungry.” Sonata smiled. “Besides, there’s plenty more on this table. I mean … I meant to say, maybe you should savor it.” Sonata picked a smaller almond cookie. “These all look really good. Someone put a lot of love and care into making them. It’d be a shame to to just … gobble them up like some dog.”

“Yeah,” Pinkie said. She held the cookie up. “I think you’re right, Sonata. This should be savored.” Pinkie bit down on the cookie, breaking an entire half off.

“Yes,” Sonata continuing making bedroom eyes at Pinkie, “that’s it. Chew it slowly. Embrace it. Let the taste linger on your tongue.”

Pinkie nodded, the lump going down her throat in a mush. “You’re right. This is really good.”

“Isn’t it?” Sonata put the almond cookie in Pinkie’s free hand. “Here, have another.”

“Already? I thought you wanted me to savor this one … Well, alright, if you say so!” Pinkie stuffed both cookies down her gullet and scarfed them up. She leaned on the table for support. “Oh, I feel woozy …”

“You do?” Sonata asked. “Oh, dear. Maybe your blood sugar is running low. Here, why don’t you have another one before it gets too low?”

“Yeah …” Pinkie answered, taking the cookie from Sonata’s hand. “That’s a good idea … good, good idea …” Pinkie mindlessly ate through the cookie, and then to the next one Sonata handed her. “Good, good …”

The cookie crunched as Pinkie bit into it. She chewed it, feeling the mush in her cheeks before swallowing it, and wiped her mouth off.

“Hey, I forgot to ask. What are you doing in here, Sonata? The Contessa trap you in here, too?”

Sonata stood up from the tray, her lips curling up slyly.

“Oh, I’m not trapped in here, Pinkie Pie.”

“What?” Pinkie said. “But … but that means …” Pinkie’s expression sank. She stared at the cookie in her hand, now shaking in fear.

Sonata grabbed her by the wrist and guided the cookie to Pinkie’s mouth. “Why don’t you have another cookie, Pinkie?”

“But, but …”

“Ah, ah, no buts. Eat up. A girl needs her cookies if she’s going to have lots of energy for the day,” Sonata held the cooke to Pinkie’s mouth.

“I … I…” Pinkie tried to resist the urge, but her mouth salivated. Her teeth rattled, fighting off conflicting signals from brain, one saying to bite in, one saying to stop. The one to bite won out, and she clamped down on the cookie.

“You know what it takes to make cookie dough, right, Pinkie?” Sonata said. “It takes flour … eggs … salt … butter …” Sonata waved another cookie in Pinkie’s face. A sadistic grin split Sonata’s lips as she said the next ingredient, knowing the bell it would ring in Pinkie’s mind. “Milk.”

Pinkie’s eyes followed the cookie as Sonata waved in her face, taunting her, teasing her. She greedily snatched the cookie away, breaking the cookie in two from the sudden movement taking it out of Sonata’s fingers.

“Mine!” Pinkie growled before wolfing down the cookie halves.

Sonata chuckled. “Of course it is. Ah, you’re already so far gone! We’re making such good progress. You know, Pinkie, the Contessa made these cookies special, just for you. Oh.” Sonata looked away. “It occurs to me that I’ve lied to you. I have heard the name Contessa before.”

Sonata rested an elbow on the table while picking up another cookie. “Of course, you’re not hearing a word I’m saying, are you? No, you don’t care. All you want is your sweets, your cookie, like a good girl should.” Sonata tortured Pinkie by holding the cookie behind her back, moving her hand from side to side as Pinkie tried to reach her shoulders to take it from her, the word ‘mine’ always on the tip of her tongue. Sonata held the cookie up and dropped it into Pinkie’s waiting mouth like she was a dog expecting a treat.

“Well, well …” Aria spoke, entering the room from a hidden door. “Looks like I’ve underestimated you, Sonata. I thought you were going to need my help, but it looks like you’ve got everything control. In fact ...” Aria reached and squeezed Pinkie’s breast, staining Pinkie’s shirt with the squirt of milk. “I’d say this one is good and ready.”

“Yessiree. What should we name this one?” Sonata asked. “Maybe something like … Piggy? You know, since she’s such a glutton …” Sonata twirled a piece of fudge in her hand.

“I like it,” Aria said.

“Piggy …” Sonata said, and tossed the bit of chocolate across the room. “Fetch.”

Piggy ran after the chocolate, reaching out for it desperately, not wanting the sugary treat to go to waste.

“Maybe we should call her ‘Doggie’ instead,” Aria said. She and Sonata laughed cruelly as Piggy grabbed the chocolate and eat it, getting it all over her lips.

 

* * *

 

Rainbow Dash entered a wide room painted in all red. She shifted her eyes around, looking for obvious signs of danger.

“Normal so far …” Dash muttered, moving into the center of the room. When she did, a shadow fell over her.

“What?” Quicker than Dash could react, a chandler shaped like a fruit slicer came down over her, landing at her feet. She passed safely through a hole in the center. Her clothes, not so much, the blades’ tips slicing up her shirt.

“Oh, come on, really?” Dash grumbled, covering her breasts with her arms. She didn’t notice the robotic arm with a series of pincers arranged vertically lower into the room and come behind her, slapping a color-fitting blue corset onto her back.

“Oh, damn it, Contessa … I’m gonna make you suffer extra for this,” Dash muttered as the spidery machine set about tying the laces of the corset, pushing her boobs up.

“Yeah, alright, alright, now get off me, you pervert!” Dash shouted, shooing away the robot arm. As she walked away, she felt something cold and metal on her back.

“That’s not normally on a corset …” Dash reached over. “What is this?” The minute her hand got near the metal, there was a beep and a pulse.

Dash groaned, the corsets’ strings pulling themselves taut and giving her breasts a hard squeeze. When she moved her hand away, the corset let up on her.

“A corset that gropes you if you try to take it off,” Dash grumbled. “Great. Wonderful.”

“Enjoying yourself?” a voice asked from the shadows, hungry green eyes leering at Dash from the darkness.

Dash put up her dukes. “Show yourself, Contessa. I’m not afraid of you.”

“If it’s the Contessa you want, I’m sad to say you’ll be disappointed,” the figure stepped out of the shadows, revealing itself to be Sunset Shimmer, all prettied up in a sparkling red evening dress which reached her ankles and showed her cleavage.  “But hopefully I can make a decent substitute.”

“Sunset.” Dash growled, narrowing her eyes. “Why are you doing this?” She and Sunset paced around the room, judging each others’ moves. “I thought we were friends.”

“We were,” Sunset said, “but, unfortunately, I ultimately decided my love for my mistress Adagio mattered more than to my than my platonic love for you and the others.”

“Mistress Adagio? Dear Celestia, what did they do to you, Sunset?”

“Nothing much. Just the same thing I’m going to do you,” Sunset pointed her finger coolly. She moved fast, closing the distance between herself and Dash and hooking her arm around Dash’s neck. Sunset pulled down and brought Dash’s face into breasts.

Dash growled and raised her defiant fist, her amulet clutched inside.

“Ah,” Sunset scolded, grabbing Dash’s forearm with her other hand. Sunset wrestled the arm down to Dash’s head, putting both her elbows on Dash’s hair to keep Dash from slipping out of her chest. “I don’t think you’ll be needing this,” Sunset cracked Dash’s fingers open and took the amulet, tossing it to the corner of the room.

“Damn you!” Dash screamed, trying to get away. But her head was nestled deep into Sunset’s cleavage, and Sunset had her arms in a lock. Already, her mind was beginning to get clouded with thoughts of boobs. Of Sunset’s warm, soft, wet cleavage …

 _Wait, wet?_ Dash thought. She blinked and looked around. There was definitely liquid trailing down her face, but it was a clear color, not a milk white. But it was sliding onto her cheeks from Sunset’s breasts. “Sunset, what is this stuff?”

“Heppel oil,” Sunset answered. “It’s exotic. A foreign export. The Contessa had to seduce quite a few truckers to get it all the way here, to where I could use it on you. It’s a fascinating thing. With a sample and a few modifications, you can easily make it so your breasts produce it. That’s the way Contessa recruited me.”

Sunset slammed a fist into Dash’s back when she felt Dash jerk and try to get free, knocking the wind out of Rainbow Dash and triggering the corset to pull tight and squeeze. Dash thought she felt milk come out from her nipples, but at this point, she wasn’t sure if it was just the heppel oil going down or if maybe she was hallucinating.

“Don’t you try to get away when I’m doing my villain monologue,” Sunset scolded her, bringing Dash deeper into her chest and slathering her face with the oil. “Anyway, where was I? Oh, yes, the Contessa recruited me for my scientific know how.” Sunset chuckled. “Well, technically, she recruited Adagio. I just came along as a side-package! Oh, but I should get back to focusing on topic; seducing you. Doesn’t it feel good, Rainbow Dash? To have your face buried in a beautiful women’s cleavage? To let it seduce you, to comfort you, let it consume your thoughts? Isn’t it soft?” Sunset sighed longingly. “I still remember when Adagio seduced me … she taught me to throw off my restraints … to give in to my lusts … give in to my body. Don’t you want to give in to your body, Rainbow Dash?”

Dash answered by struggling.

“Ah, ah,” Sunset said, “you wouldn’t want me to activate the corset again, would you, Rainbow Dash? I’d hate to squeeze too hard and blemish your boobs with an unsightly bruise … but I will.”

Sunset hovered her hand over the corset’s device, and Dash tensed up as the corset’s leather tightened on her boobs, making her squirt milk out - this time, she was sure it was real.

“I’ll ask again. I said, don’t you want to give in to your body, Rainbow Dash?”

Dash snorted, the smooth oil sliding all over her face, getting on her cheeks, nose, and forehead. She sighed and went slack, milk spilling out of her nipples. Milk which splashed inside and slipped out through the gaps in the corset.

Giving in, Dash gave a nod.

“That’s a good girl,” Sunset said, letting Dash out of her cleavage to breath. “And do you know what good girls do, Rainbow Dash?”

“They suck!” Dash answered happily, having been down this road before.

“That’s right.” Sunset pulled down her dress and slipped a nipple into Dash’s mouth. Dash went at it with wild abandon, her lips struggling to find purchase.

“Don’t get too excited now,” Sunset said. “We’re not even at the fun part yet. You know,” Sunset mused, laying a finger under chin as Dash finally found purchase, “I think Rainbow Dash doesn’t fit you anymore as a name. How about something else? Something more like … Rainboobs. Yes, that’s it. That’s your new name. Rainboobs.” Sunset let out a wicked laugh worthy of a witch which echoed darkly off the red walls of the chamber.

 

* * *

 

Applejack lost her balance when she through her door, tripping on the step down from the door. She caught herself on the wall and supported herself.

“Not off to a great start,” Applejack muttered. It went off to even a worse start when the part of the wall she was holding slid up and took away her support, making her fall into the pair of naked breasts that slid their way out.

“Grr …” Applejack growled and pushed herself out, feeling guilty as she grabbed the breasts to steady herself.

“Oh, yes, darling, that’s the stuff,” the Contessa's husky voice purred through the window.

“Contessa. Why don’t you come on out of that hiding hole and we’ll settle this like real women?” Applejack growled.

“Okay. But first …”

The Contessa’s tit squirted out a splash of milk which got all over Applejack’s face and chest.

Applejack blew a soaked bang out of her face. “I hate you. I really hate you, you know that?.”

The Contessa’s breasts slid out from the window, and the Contessa emerged from a door next to it, a smile on her face. “I can live with that.”

Applejack wiped the milk off her face with her ruined sleeve. “Why are you even doing this, Contessa? I thought Twilight talked to you. I thought you changed.”

“Twilight did talk to me, but I didn’t change … not really. I just had a fleeting moment of remorse,” the Contessa said. “But after I swam out of that space prison I let you put me in for some reason that seems unimaginable to me now ... I happened upon a few things. Chief of which being Adagio Dazzle. She’s quite the pretty one, isn’t she?” The Contessa chuckled. “But moving on. I had a brainstorm. See, the reason I backed out last time was because I knew it might have been affecting children, because I had been trying to take over the whole world. So, I figured, as long as I could avoid that, why should I have to give up my villainous ways? Why did I need the whole world? I could just settle for my lovely Rarity … or I should say, Rarititties, and her closest friends. I could be happy with that.”

Applejack readied her fists. She wasn’t sure why, but something about how the Contessa said Rarity’s name irritated her, aside from her condescending tone.

“And besides that, I realized something. I wanted a successor. Someone to take the mantle over after I’m gone. And make no mistake, after today, I will be gone - gone, far, far away, where neither you nor Celestia or any of your Power Pony super friends will be able to reach me.”

“We’ll see about that,” Applejack growled. She charged at the Contessa. The Contessa stopped her in her tracks by squeezing her breast and hitting Applejack with another splash of milk.

Applejack coughed and spluttered. “I really, really hate you.”

“I really, really can still live with that. I mean, you’re going to love me soon enough anyway, so what’s the point in getting bothered?”

Applejack bared her teeth.

“Indeed,” Adagio Dazzle said, surprising Applejack by coming behind her and wrapping her arms around Applejack.

“How did y’all get through the door?” Applejack asked.

“I work as a mistress as a brothel. I have a few spare bras lying around.” Adagio reached over and took the Mare-velous lasso off Applejack’s hip.

“Hold her steady, Adagio,” the Contessa said. “I want to make sure she gets a nice, warm, cupful of my milk.” The Contessa walked towards Applejack, putting a hand under Applejack’s chin.

“No.” Applejack insisted, shaking her head. She couldn’t believe this was happening. “No!”

“Oh, chin  up, dear,” the Contessa insisted. “You’re about to be part of something intimate. Something special. The first superhero team to retire so they could be prostitutes.”

The Contessa continued and placed her nipple into Applejack’s mouth, cupping herself and squeezing to pour the milk in.

Applejack bit down on the nipple, hard. The Contessa screamed and backed away. The liquids on the Contessa’s breast swirled together, creating a sickly pink color.

“Applejack. You bit me so hard, you drew blood! Now, is that any way to treat a lady?”

Applejack’s answer was to spit at the Contessa, spraying flecks of blood onto her chin.

“So unsanitary,” the Contessa mused. “We’ll need to fix that before you take on your new life.”

“Here.” Adagio handed the Contessa a wipe.

“You had one those handy?” Applejack asked.

“A proper lady is always prepared,” Adagio said.

“Thank you, Adagio,” the Contessa said, finishing wiping off the blood from her face. “Now, you’re being extraordinarily stubborn about this, Applejack. Why can’t you just accept it? What am I supposed do with such violence, such brutishness?”

A tapping came from the ceiling.

“Ah, I know,” the Contessa said. She kicked the wall, and a piece of the ceiling gave way. A large, thick moss-green vine descended from the hole. It tilted, scoping around the room for potential prey. The Contessa stroked the bottom of the vine.

“Sunset Shimmer is an absolute genius darling when it comes to scientific tinkering,” the Contessa patted Applejack’s chin. “I’m sure you’ll find her creation … most tasteful, ha!”

The Contessa put the vine to Applejack, and the vine slithered into Applejack’s mouth and pumped in its corrupting fluid.

"No," Applejack muttered, "no, it can’t end like this."

Applejack swung her fist backwards into Adagio’s stomach, knocking her off. She grabbed the tentacle and tore it out of her mouth. She turned it around and forced it into the Contessa’s mouth, where the vine, attracted by the Contessa’s large breasts, swelled up and pumped a large load into the Contessa’s mouth.

The Contessa moaned, swallowing happily. She grabbed the vine and calmly took it out, its fluids dripping down onto her mounds.

“What?” Applejack asked in disbelief, falling to her knees. “No, it can’t be … that was my last shot.”

“Come now, Applejack,” the Contessa said, “you didn’t think I would commission to have a mind altering tentacle plant and not include a built-in backup to keep it from affecting _me_ , did you? The plant was engineered with my milk. Thus, I am immune to it. Now, you, on the other hand …” The Contessa snapped her fingers. The vine, at her command, shot forward and went back inside Applejack’s mouth, where it pa-pumped load after load into her.

Applejack adjusted herself, giving in to her fate. She laid herself flat and closed her eyes, focusing on the tentacle’s spunk as it filled her up.

The Contessa laughed heartily and wickedly, feeling triumphant in the wake of her victory. She clapped, applauding the plant, jumping into the air with joy.

“Ha ha ha! Yes, yes! I’ve won, I’ve won!” The Contessa cleared her throat. “Calm yourself, Contessa. You’ve won so far. You still have work to do … Adagio, collect Applejack and put her with the others, then come see me, won’t you?”

Adagio saluted. She picked Applejack up by the shoulders and dragged her across the floor, separating her from the tentacle.

“You can have more later,” Adagio told Applejack when she tried to reach for the tentacle, which itself reached for her, but it had already stretched itself to its limit.

 

* * *

 

The Contessa grabbed Rarititties and set in front of the vanity mirror, which was now absent any stray Fluttershys or Adagios.

“Now, Rarity …” The Contessa cooed into Rarititties’ ear, brushing a hand through Rarititties’ hair. “Do you understand why I called you here?”

“Yup! You said you wanted to ‘rebuild me, but better.’ I think I’m pretty sexy as I am, thanks, but I appreciate the help!” Rarititties ended her sentence on a giggle.

“Yes …” The Contessa said. “You see, Rarititties, I want you to be the new Contessa, at least as far as Maretropolis is concerned. But the Contessa needs to more than just sexy and curvy. She needs to be smart, and cunning, and dangerous. So much as I love seeing you as a sex-crazed bimbo who loses her mind and drools at just the thought of drinking breast milk ... I need you to be … better. Better than. More focused, more prepared. More confident in yourself and dominating. So, to that end, I’m going to give you a new program and a new trigger word. Okay?” The question was a formality. The Contessa knew Rarititties, in her current state, would agree to anything.

“Okay!” Rarititties answered.

The Contessa got out a CD player and a set of earbuds, and placed one bud into Raritittie’s ears. She set the CD to play and stroked Raritittie’s chin while she and the CD spoke in unison, reinforcing its words to Raritties by putting them in stero.

“Now, Rarity …” The Contesa said. “Up til now, you’ve been instructed to orgasm and submit when you’re called by the name of Rarititties. No longer. You are your own, independent woman, and from now on, you’re not going to let anyone control you … except for me, that is.” The

Contessa affectionate ran her hand over Rarititties’s cheeks.

“Own, independent woman …” Rarititties muttered.

“From now on, you will answer to the name of the Contessa,” the Contessa said, “or Raritessa, if you prefer.”

Rarity nodded. “Contessa … Raritessa. …”

“You are confident. You are controlling. You are beautiful. You are smart, and you are sexy and absolutely dominating. Everyone, men and women, gay or lesbian, will bow to you.”

“Confident … controlling … beautiful … smart … sexy… dominating …” Rarity repeated.

“Now, I’m going to ask you a question. When you give the correct answer, you are going to get to cum. And each time you cum, you’re going to lose more and more of Rarititties … and gain more and more of the new Contessa, the Raritessa. Ready?”

“Mm-hmm,” Rarity nodded.

“Who are you?” The Contessa asked.

“Rarititties.”

“No, that’s not right. That’s the old name. I want your _new_ name,” the Contessa said. “Again. Who are you?”

“Rari-tit-”

“Who are you?”

“Rari-”

“Who are you?”

“Rar-rari … tessa. Raritessa. The new Contessa.”

“Good. That’s the correct answer,” the Contessa said, and Rarity inhaled sharply as she felt herself leak. “Again. Who are you?”

“The Contessa.”

“Who are you again?”

“The Contessa.” Rarity panted, her slit leaking substantially.

“What did you say your name was?”

“The Contessa!”

“One more time,” the Contessa put a hand to her ear.

“The Contessa! My name ... is the Contessa,” Rarity rasped, biting down on her lip as she ruined another perfectly good pair of panties.

“That’s right,” the Contessa said. “You’re the Contessa now.”

Adagio entered the room, wheeling with her a blood vessel tree and a machine in her arm. “You said to come by to see you about this time?”

“Yes. Your timing is perfect. Do you have everything set up?” The Contessa asked.

“Yup.” Adagio set to work, strapping a blood pressure cuff to the Contessa’s arm. “You sure this will work?”

“After everything I’ve gone through to get to this point, it damn well better,” the Contessa spat. “I’ve come too far to be disappointed now.”

“Even so,” Adagio said. “We … don’t really fully understand how your powers manifested. Just giving a blood transfusion to Rarity … might not be enough to give them to her. She might even have an adverse reaction to the mutagen in your blood.”

“For an evil mistress, you seem awfully concerned about our health,” the Contessa quipped.

“Just want to be sure you’re making an informed decision,” Adagio said. “Contessa Rarity, hold your arm up for me.”

Rarity held her arm up. Adagio inserted a needle into a vein, and she pressed a button on the machine. The Contessa winced, but toughed it out as dark red fluid carried up through the tube from her arm into Rarity’s. Adagio let the machine run for awhile before turning it off.

“Now,” the Contessa muttered, “to see if this worked …”

 

* * *

 

“Darlings!” The Contessa announced, entering the storeroom where Titlight and the others were being kept

“Ugh,” Titlight groaned, having been about to engage in oral services with Spike. “What?”

“Yeah,” Rainboobs added. “We were totally about to, like, take turns sucking each others’ breasts.”

“And you can get back to that, real quick, after we run a quick little test on you,” the Contessa said. “Contessa Rarity, would you mind stepping in?”

“Sure. No problem,” Rarity stepped in, wearing a sequined blue costume that exposed her navel and her breasts in two diamond shape, a diamond pattern running running down the sides of her legs, all complimented by a ruffled skirt and ballerina shoes.

“Show them the goods,” the Contessa instructed.

Rarity pulled down on the shirt, showing her nipples, which were now an odd shade of dark blue.

“Pay attention, everyone,” the Contessa said, barely containing her smirk.

Rarity’s nipples lit up, glowing with blue light the same way the Contessa’s did. The former Power Ponies were instantly entranced, all of them leaning over crates to drink in the sight of the light. Rarity teased them by flicking the light on and off, limiting how much exposure they could get at once.

“So good …” Rainboobs muttered.

“So big …” Fluttershy said.

“So bright and squishy ... “ Titlight said. “Oh, they’re so … big! And beautiful!”

“Yes,” the Contessa said, “don’t they just make you want to-”

“ _Cum_ ,” Rarity demanded, stealing the Contessa’s thunder.

“Yes. Yes!” Titlight answered. She fell back, rolling on the floor as she orgasmed, the others quickly joining her, Humdrum having a rough time as his legs went out and put him flat on his bum.

The Contessa covered her mouth as she chuckled. She couldn’t believe it, Rarity had gotten the Power Ponies to orgasm just by worshiping the former Radiance’s breasts. She also couldn’t believe she had gotten this far. She won. For real, this time. Not like those other times where she had victory within an inch before it having cruelly snatched away by a twist of fate she couldn't account for, but she had well and truly won.

“Well, we’ve established the blood transfusion worked,” Rarity buttoned her shirt back up. “Now what?”

“Mmm, you can do what you want,” the Contessa answered, walking Rarity away from the storeroom to leave the others to drink in their sexual liquids and scents. “But I’m moving on to greener pastures.”

“Oh?” Rarity asked.

“Yes.”

Sunset Shimmer approached them, joined by Adagio and her underlings.

“Contessa, I have the device ready for you,” Sunset handed the Contessa a device like a video game controller. A white, square device like a remote with a black screen in the middle, and red, ridge-lined buttons on each side.

“Yes,” the Contessa said, “when I met Adagio and Sunset Shimmer, they explained to me about the alternate dimensions they'd been to. Parallel universes. Other worlds and planes of existence. I decided, I wanted to visit them. I wanted to go to them, and spread the gift that is my lovely milk with them. And it makes a pretty convenient out, too. So even if you do, somehow, against all odds and my comprehension, manage to break your way out of my spell and free your friends,” the Contessa tapped Rarity’s nose, “I’ll be somewhere far, far away, way out of your reach, where you can’t enact any justice or revenge on me.”

The Contessa strode away after that. “Ta-ta, darlings! Pending anything unfortunate, this will be the last any of you see of me. But don’t worry - you can still use my candids for when you’re feeling … _lonely_ at night.” The Contessa wiggled her eyebrows at them, bringing the device over her mouth in mysterious, alluring faction. “Make sure you carry on my legacy here, Rarity!”

“I will!” Rarity saluted.

The Contessa pressed the initialization button on the device. A swirling portal the size of a trash can appeared behind her, spinning in circles of red and yellow. The Contessa gave them one final salute, receiving one in return from Rarity, Sunset, and Adagio. The Contessa closed her eyes and leaned back, letting herself fall blindly into the portal, to carry her where it may ...

**Author's Note:**

> Using things baked with Contessa milk is an idea from a friend of mine which unfortunately has yet to be into a full story. I’m happy I got to allude to it here, but it’s not nearly as satisfying as a story that would have been completely dedicated to the idea.  
> Pinkie’s corruption scene is far more character-themed than the others, and that makes me feel like I could have done better getting the others more character-themed. Of course, there’s also the fact that I did the ‘fed corrupting sweets’ idea in Return to Room 69, so it seems like I’m recycling things. Maybe I should have stuck with that ‘retirement’ idea.  
> Heppel oil comes from Farscape, where its use is similar to what you see here. Though I don’t remember if skin contact is good enough for the original, or if it has to be ingested.  
> The idea behind the ending - indeed, this whole story - is to give an in-story justification from where the Contessa will go from here. Because while I'm not 100% enthused with FiM nowadays, I do still like writing with the Contessa, and I have thought of a few ideas involving other franchises, so on my Archive of Our Own and Tumblr pages, you'll see stories of the Contessa getting mixed up with a variety of non-pony characters ...  
> ... as soon as I write them.  
> Which I have not.  
> Yet.  
> Given that I’m using this is as a springboard for spinoffs, now that I’ve mentioned ‘heppel oil’, I suppose now I have to include a vignette of the Contessa doing Farscape. But for now, my plan is for the first story of the new non-pony Anthology to involve one Alexis Rhodes.


End file.
